INDEMNITY AGREEMENTIndemnity 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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 19th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 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”).
Genesis Growth Tech Acquisition Corp. Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Re: Initial Public Offering Ladies and Gentlemen:Letter 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
Genesis Growth Tech Acquisition Corp.Securities Subscription Agreement • November 19th, 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 • 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.
PUBLIC WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Public Warrant Agreement • November 19th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 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 [●], 2021Private Warrant Agreement • November 19th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 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 • November 19th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 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.Genesis Growth Tech Acquisition Corp. • November 19th, 2021 • Blank checks
GENESIS GROWTH TECH ACQUISITION CORP. 20,000,000 Units1 Units, each consisting of one (1) Class A ordinary share, $0.0001 par value, and one-half of one warrant Underwriting AgreementGenesis Growth • November 19th, 2021 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
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”).
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”).
