Form of Underwriting Agreement GENESIS UNICORN CAPITAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
The undersigned, Genesis Unicorn Capital Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton” or the “Representative”), and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only EF Hutton is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EF Hutton) as follows:
GENESIS UNICORN CAPITAL CORPORATION FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _________ xx, 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-xxxxxx), the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of February, 2022, by and among Genesis Unicorn Capital Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
GENESIS UNICORN CAPITAL CORP. FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ___ day of ________, 2022, by and between Genesis Unicorn Capital Corp., a company formed under the laws of the State of Delaware (the “Company”), having its principal place of business at 281 Witherspoon Street, Suite 120, Princeton, NJ, 08540 and Genesis Unicorn Capital, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Genesis Unicorn Capital Corp., a Delaware corporation, with offices at 281 Witherspoon Street, Suite 120, Princeton, NJ, 08540 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
Genesis Unicorn Capital Corp. Princeton, NJ, 08540 Underwriter Representative EF Hutton, division of Benchmark Investments, LLCLetter Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Genesis Unicorn Capital Corp., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 7,500,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A Common Stock, par value $0.001 per share (the “Common Stock”), and one redeemable warrant to purchase a share of Common Stock (“Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold
REPRESENTATIVE SHARE PURCHASE LETTER AGREEMENTRepresentative Share Purchase Letter Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks
The undersigned, on behalf of itself and the undersigned designees or permitted assignees, hereby offers to purchase up to an aggregate of 37,500 shares of Class A common stock (“Shares”) (or up to 43,125 if the Over-Allotment Option is exercised) of Genesis Unicorn Capital Corp. (the “Company”) for an aggregate purchase price, and total consideration, of $______.
FORM OF ADMINISTRATIVE SERVICES AGREEMENT Genesis Unicorn Capital Corp.Administrative Services Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Genesis Unicorn Capital Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market, 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 Unicorn Capital, LLC shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 281 Witherspoon Street, Suite 120, Princeton, NJ 08540 (or any successor location). In exchange therefor, the Company shall pay Genesis Unicorn Capital, LLC the sum of $10,00
