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.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:
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.
PUBLIC WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 8, 2021Public Warrant 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”).
PRIVATE WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 8, 2021Private Warrant 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”).
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”).
Genesis Growth Tech Acquisition Corp. Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Re: Initial Public Offering Ladies and Gentlemen:Letter 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
Genesis Growth Tech Acquisition Corp.Genesis Growth Tech Acquisition Corp. • December 14th, 2021 • 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, 2021Genesis Growth • December 14th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
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”).
