INDEMNITY AGREEMENTIndemnification Agreement • November 19th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
Genesis Growth Tech Acquisition Corp.Securities Subscription Agreement • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on May 26, 2021 by and between Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company with limited liability(the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PUBLIC WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 8, 2021Warrant Agreement • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 8, 2021, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”), Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”), including Nomura Securities International, Inc. (“Nomura”).
Genesis Growth Tech Acquisition Corp. Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 19th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Nomura Securities International, Inc. as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Of
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Genesis Growth Tech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 8, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 24th, 2023 • Genesis Growth Tech Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 22, 2023 by and among (i) Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Purchaser”), (ii) GGAC Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Eyal Perez, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Shareholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) William Kerby, in the capacity as the representative from and after the Effective Time for the Company Shareholders as of immediately prior to the Effective Time in accordance with the terms and conditions of this
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 8, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Genesis Growth Tech LLC, a Cayman Island limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 19th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Genesis Growth Tech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 8, 2021Warrant Agreement • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 8, 2021, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks • Delaware
WHEREAS, pursuant to that certain Business Combination Agreement, dated as of [●], 2022 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company and the SPAC, the SPAC will merge with and into the Company with the Company continuing as the surviving entity (the “Merger”); and
Genesis Growth Tech Acquisition Corp. Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Nomura Securities International, Inc. as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 25,300,000 of the Company’s units (including 3,300,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Of
BUSINESS COMBINATION AGREEMENT BY AND BETWEEN BIOLOG-ID S.A. AND GENESIS GROWTH TECH ACQUISITION CORP. DATED AS OF AUGUST 26, 2022Business Combination Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 26, 2022, is made by and between Biolog-ID, a French société anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the “Company”) and Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“SPAC”). The Company and SPAC shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Genesis Growth Tech Acquisition Corp.Office Space and Administrative Services Agreement • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Genesis Growth Tech Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Genesis Growth Tech LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date
GENESIS GROWTH TECH ACQUISITION CORP. 22,000,000 Units1 Units, each consisting of one (1) Class A ordinary share, $0.0001 par value, and one-half of one warrant Underwriting Agreement December 8, 2021Underwriting Agreement • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
ContractLetter Agreement • December 13th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks
This Letter Agreement is dated as of December 12, 2022 by and among Biolog-id, a société anonyme organized under the laws of France (“Biolog-id”), Genesis Growth Tech Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“GGAA”), and Genesis Growth Tech LLC, a Cayman Islands limited liability company (“GGAA Sponsor”). Capitalized terms used but not defined herein have the meanings assigned thereto in the BCA (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks
This Securities Purchase Agreement (this “Agreement”), dated as of November [•], 2021, is made and entered into by and between Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Seller”), and Nomura Securities International, Inc., a New York corporation (the “Purchaser”).
CONTRIBUTION AND BUSINESS COMBINATION AGREEMENT dated November 20, 2023 by and between Genesis Growth Tech Acquisition Corp. and Genesis Growth Tech LLCContribution and Business Combination Agreement • November 20th, 2023 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
CONTRIBUTION AND BUSINESS COMBINATION AGREEMENT, dated as of November 20, 2023 (this “Agreement”), by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Sponsor”).
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
This Amendment No. 1 to Promissory Note (this “Agreement”), dated as of October 26, 2021 and effective as of September 30, 2021, by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Maker”), and Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Payee”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks
WHEREAS, on the date hereof, SPAC and Biolog-ID., a French société anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the “Company”), entered into a business combination agreement (the “Business Combination Agreement”), a copy of which has been provided to the Securityholder, pursuant to which, among other things, (i) SPAC will merge with and into the Company with the Company surviving as the surviving entity (the “Surviving Entity”) and (ii) each SPAC Shareholder, after giving effect to the SPAC Warrant Conversion will receive Company Ordinary Shares in exchange for its SPAC Ordinary Shares;
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of August 26, 2022, is made by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Sponsor”), Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and Biolog-ID, a French société anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the “Company”). The Sponsor, the Other Class B Holders, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Patent Purchase AgreementPatent Purchase Agreement • August 15th, 2024 • NeuroMind AI Corp. • Blank checks
This PATENT PURCHASE AGREEMENT (this “Agreement”) is entered into, as of the Effective Date (defined below), by and between Genesis Growth Tech LLC, a Cayman Islands limited liability company, with an office at SIX, 2nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Purchaser”), and MindMaze Group SA, a Swiss corporation, with an office at Chemin de Roseneck 5, Lausanne 1006, Switzerland (“Seller”). The parties hereby agree as follows:
TERMINATION OF THE BUSINESS COMBINATION AGREEMENTTermination Agreement • March 6th, 2023 • Genesis Growth Tech Acquisition Corp. • Blank checks
THIS TERMINATION OF THE BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) is entered into as of March 6, 2023 (the “Termination Date”), by and between Biolog-ID S.A., a French société anonyme (“Biolog”) and Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“SPAC” and together with Biolog, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the BCA (as defined below).
CONFIDENTIALITY AND LOCKUP AGREEMENTConfidentiality and Lockup Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks • Delaware
This Confidentiality and Lockup Agreement is dated as of [●], 2022 and is between Biolog-id, a French société anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the “Company”), and each of the shareholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Shareholder Party” for purposes of this Agreement (collectively, the “Shareholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • November 19th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
This Amendment No. 1 to Promissory Note (this “Agreement”), dated as of October 26, 2021 and effective as of September 30, 2021, by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Maker”), and Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Payee”).
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • August 15th, 2024 • NeuroMind AI Corp. • Blank checks
This WARRANT EXCHANGE AGREEMENT dated as of July 30, 2024, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Genesis SPAC”) and Genesis Growth Tech LLC, a Cayman Island limited liability company (“Genesis Sponsor”).
TERMINATION OF AGREEMENT AND PLAN OF MERGERTermination Agreement • August 18th, 2023 • Genesis Growth Tech Acquisition Corp. • Blank checks
THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER (this “Termination Agreement”) is entered into as of August 16, 2023 (the “Termination Date”), by and between (i) Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), (ii) GGAC Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of the SPAC (“Merger Sub”), (iii) Eyal Perez, in the capacity as the representative for the stockholders of the SPAC in accordance with the terms and conditions of the Plan of Merger (defined below)(the “SPAC Representative”), (iv) William Kerby, in the capacity as the representative of the Company Shareholders in accordance with the terms and conditions of the Plan of Merger (the “Seller Representative”), and (v) NextTrip Holdings, Inc., a Florida corporation (the “Company”). The SPAC, Merger Sub, the SPAC Representative, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Cap
