Exhibit
10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 14th 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”).


 


WHEREAS,
the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration
under the United States’ federal securities laws and regulations of the securities held by them as of the date hereof.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business
Combination” means the acquisition of direct or indirect ownership through a merger, stock exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Class
A Common Stock” means the Class A common stock, par value, $0.0001 per share, of the Company


 


“Class
B Common Stock” means the Class B common stock, par value $0.0001 per share, of the Company.


 


“Common
Stock” means the Class A Common Stock and Class B Common Stock taken together as a single class.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


“Form
S-3” is defined in Section 2.3.


 




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“Founder
Shares” means the 2,156,250 shares of Class B Common Stock of the Company issued to Genesis Unicorn Capital LLC prior to
the Company’s initial public offering, the shares of Class A Common Stock issuable upon the conversion thereof, as further described
in the Registration Statement, and up to a maximum of 377,371 additional shares of Class A Common Stock issuable to Genesis Unicorn Capital
LLC in the event that the over-allotment option is exercised by the underwriters of the Company’s initial public offering.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


“Maximum
Number of Shares” is defined in Section 2.1.4.


 


“Notices”
is defined in Section 6.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 


“Private
Warrants” means warrants to purchase up to 346,394 shares of Class A Common Stock (or up to 377,331 shares of Class A Common
Stock if the over-allotment is exercised by the underwriters of the Company’s initial public offering) that the Investors (or their
designees or affiliates) are privately purchasing under an exemption from registration under the Securities Act simultaneously with the
consummation of the Company’s initial public offering, as further described in the Registration Statement.


 


“Pro
Rata” is defined in Section 2.1.4.


 


“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and
regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registrable
Securities” means: (i) the Founder Shares; (ii) the Private Warrants; (iii) the shares of Common Stock underlying the Private
Warrants; (iv) any securities issuable upon conversion of loans from the Investors (or their designees or affiliates) to the Company
for either (A) the purpose of extending the duration of the Company in accordance with the terms of the Company’s Amended and Restated
Certificate of Incorporation (the “Extension Loan Securities”) or (B) the Company’s use as working capital whether
made before or subsequent to the date of this Agreement, if any (the “Working Capital Loan Securities”); and (v) shares
of Common Stock underlying any Extension Loan Securities or Working Capital Loan Securities. Registrable Securities include any warrants,
shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange
for or in replacement of such Founder Shares, Private Warrants, Extension Loan Securities, Working Capital Loan Securities, and underlying
securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have
been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by
the Company, and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 under the Securities Act without
volume limitations.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Units”
means the units of the Company, each comprised of (i) one share of Class A Common Stock, and (ii) one Warrant to purchase one share of
Class A Common Stock.


 




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“Warrants”
means the warrants of the Company being offered and sold under the Registration Statement entitling the holder to purchase one share
of Class A Common Stock.


 


2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination,
the holders of a majority-in-interest of such Registrable Securities may make a written demand for registration under the Securities
Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration
shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof.
The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to
include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares
of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen
(15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled
to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section
3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1
in respect of all Registrable Securities.


 


2.1.2
Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the
Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations
under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission
or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to
have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and
(ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall
not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration
or is terminated.


 


2.1.3
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part
of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration
shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable
Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities
through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected
for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.


 


2.1.4
Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires
to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number
of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such Person
has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to
the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with
such persons and that can be sold without exceeding the Maximum Number of Shares.


 




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2.1.5
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled
to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to
the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count
as a Demand Registration provided for in Section 2.1.


 


2.2
Piggy-Back Registration.


 


2.2.1
Piggy-Back Rights. If at any time on or after the date the Company consummates a Business Combination the Company proposes to
file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the
Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such
proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders
of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such
holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into
an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 


2.2.2
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common
Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded
pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder,
the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any,
as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders
of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 


		(a) If
    the registration is undertaken for the Company’s account: (A) the shares of Common Stock or other securities that the Company
    desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares
    has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of
    Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back
    registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) to
    the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common
    Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
    piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;
    and
	 	 
		(b) If
    the registration is a “demand” registration undertaken at the demand of persons other than either the holders of
    Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can
    be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been
    reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be
    sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached
    under the foregoing clauses (A) and (B), collectively, the shares of Common Stock or other securities comprised of Registrable
    Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding
    the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the
    foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company
    is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the
    Maximum Number of Shares.


 




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2.2.3
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities
in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.3
Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that
the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which
may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect
such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of
the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration
of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining
in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form
S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities
(if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be
counted as Demand Registrations effected pursuant to Section 2.1.


 


3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1
Filing Registration Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request
for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which
the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of
all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use
its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period
required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty
(30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such
Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman
of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental
to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the
Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period
in respect of a Demand Registration hereunder.


 




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3.1.2
Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish
without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including
each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal
counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3
Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn.


 


3.1.4
Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business
days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall
further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence
of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take
all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for
any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and
promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment;
except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration
Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of
filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the
Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated
by reference, to which such holders or their legal counsel shall object.


 


3.1.5
State Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph or subject itself to taxation in any such jurisdiction.


 




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3.1.6
Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement
in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to
or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable
Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall
be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s
organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material
agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished
in writing expressly for inclusion in such Registration Statement.


 


3.1.7
Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting
officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect
to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential investors.


 


3.1.8
Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration
Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial
and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their
due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by
any of them in connection with such Registration Statement.


 


3.1.9
Opinions and Comfort Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration
Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and
(ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion
is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10
Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act,
and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11
Listing. The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed
on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed
or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority
of the Registrable Securities included in such registration.


 


3.1.12
Road Show. If the registration involves the registration of Registrable Securities in an Underwritten Offering under Section 2.1.3
above involving gross proceeds in excess of $37,500,000, the Company shall use its reasonable efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter
in any underwritten offering.


 




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3.2
Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the
Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of
all “insiders” covered by such program to transact in the Company’s securities because of the existence of material
non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition
of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives
the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver
to the Company all written copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus
covering such Registrable Securities at the time of receipt of such notice.


 


3.3
Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant
to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3,
and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all
salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel
for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or
costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses
of any special experts retained by the Company in connection with such registration; and (ix) the fees and expenses of one legal counsel
selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have
no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders
thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering,
all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of
shares each is selling in such offering.


 


3.4
Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company,
or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements
thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with federal and applicable state securities laws. Additionally, each holder of Registrable
Securities confirms and agrees to comply with any and all properties and all prospectus delivery requirements under the Securities Act
and rules and regulations of the Commission thereunder.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1
Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable
Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each
person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses,
losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly
untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was
registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission)
to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by
the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified
Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and
defending any such expense, loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such
claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to
a subpoena or otherwise; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged
omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment
or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly
for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors,
partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification
provided above in this Section 4.1.


 




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4.2
Indemnification by Holders of Registrable Securities. Subject to the limitations set forth in Section 4.4.3 hereof, each selling
holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this
Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and
officers and each Underwriter (if any), and each other selling holder and each other person, if any, who controls another selling holder
or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether
joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or
are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement
therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing
to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each
other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation
or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall
be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.


 


4.3
Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the
“Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however,
that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability
which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is
actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought
against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent
that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the
Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense
of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however,
that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall
have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling
persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party
against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written
advice of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual
or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,
consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 




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4.4
Contribution.


 


4.4.1
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of
any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in
connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant
equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.


 


4.4.3
The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section
4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) with respect to any action shall be entitled to contribution in such action from any person who was not
guilty of such fraudulent misrepresentation.


 


5.
UNDERWRITING AND DISTRIBUTION.


 


5.1
Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Commission.


 


6.
MISCELLANEOUS.


 


6.1
Other Registration Rights. The Company represents and warrants that no person, other than the holders of the Registrable Securities,
has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the
Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or
for the account of any other person.


 


6.2
Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not
be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of
Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and
to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities
or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits
on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.


 


6.3
Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally
served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall
be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided,
that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given
on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery
of such notice to a reputable air courier service with an order for next-day delivery.


 




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To
the Company:


 


Genesis
Unicorn Capital Corp.


281
Witherspoon Street


Suite
#120


Princeton,
NJ 08540


Attn:
Chief Executive Officer or President


 


with
a copy to:


 


Becker
& Poliakoff LLP


45
Broadway, 17th Floor


New
York, NY 10006


Attn:
Bill Huo, Esq.


 


To
an Investor to the address set forth below such Investor’s name on Exhibit A hereto.


 


6.4
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.5
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf
transmission shall constitute valid and sufficient delivery thereof.


 


6.6
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral
or written.


 


6.7
Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless
executed in writing by such party.


 


6.8
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.


 


6.9
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically
refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred.
Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 




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6.10
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit
in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the
breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right,
or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under
this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right,
power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.11
Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law
provisions thereof that would compel the application of the substantive laws of any other jurisdiction. The Company irrevocably submits
to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan,
over any suit, action or proceeding arising out of or relating to this Agreement. The Company irrevocably waives, to the fullest extent
permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought
in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.


 


6.12
Waiver of Trial by Jury. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE
RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING
OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTOR IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




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IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.


 


	 	Genesis
    Unicorn Capital Corp.
	 	 	 
	 	By:
    	/s/
    Adeoye Olukotun
	 	Name:
    	Adeoye
    Olukotun
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	Genesis
    Unicorn Capital, LLC
	 	 	 
	 	By:
    	/s/
    Samuel Lui
	 	Name:
    	Samuel
    Lui
	 	Title:
    	Manager


 


	By:	/s/
    Adeoye Olukotun	 
	 	Adeoye
    Olukotun	 
	 	Chief
    Executive Officer 	 


 


	By:	/s/
    Samuel Lui	 
	 	Samuel
    Lui	 
	 	President,
    Chief Financial Officer and Director	 


 


	By:	/s/
    Dr. Niel Starksen	 
	 	Dr.
    Niel Starksen	 
	 	Chief
    Scientific Officer	 


 


	By:	/s/
    Juan Fernandez Pascual	 
	 	Juan
    Fernandez Pascual	 
	 	Chief
    Operating Officer	 


 


	By:	/s/
    Grainne Coen	 
	 	Grainne
    Coen	 
	 	Director
    and Co-Chairman	 


 


	By:	/s/
    Ernest Fong	 
	 	Ernest
    Fong	 
	 	Director
    and Co-Chairman	 


 


	By:	/s/
    Chung Fan Cheng	 
	 	Chung
    Fan Cheng	 
	 	Director
    	 


 


	By:	/s/
    Teck-Yong Heng	 
	 	Teck-Yong
    Heng	 
	 	Director	 


 


Signature
Page to Registration Rights Agreement


 




    	13



    	 



    

 


EXHIBIT
A


 


BENEFICIAL
OWNERSHIP OF COMMON STOCK AFTER INITIAL PUBLIC OFFERING COMPLETED (2)


 


	Name
    and Address of Investor	 	Shares
    or Warrants
	 	 	 
	Genesis
    Unicorn Capital, LLC (1)

    281
    Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	2,018,394
    shares of Common Stock

     

    Up
    to 377,331 private placement units if the over-allotment option is exercised in full

	 	 	 
	Samuel
    Lui

    c/o
    281 Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	2,018,394
    shares of Common Stock 
	 	 	 
	Adeoye
    Oluktun

    c/o
    281 Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	30,000
    shares of Common Stock
	 	 	 
	Niel
    Starksen

    c/o
    281 Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	20,000
    shares of Common Stock
	 	 	 
	Juan
    Fernandez Pascal (3)

    c/o
    281 Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	20,000
    shares of Common Stock
	 	 	 
	Grainne
    Coen

    c/o
    281 Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	30,000
    shares of Common Stock
	 	 	 
	Ernest
    Fong

    c/o
    281 Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	30,000
    shares of Common Stock
	 	 	 
	Chung
    Fan Cheng

    c/o
    281 Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	25,000
    shares of Common Stock
	 	 	 
	Teck-Yong
    Heng

    c/o
    281 Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	25,000
    shares of Common Stock
	 	 	 
	Robert
    Chang MD

    c/o
    281 Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	8,000
    shares of Common Stock
	 	 	 
	Hank
    Wuh

    c/o
    281 Witherspoon Street, Suite 120

    Princeton,
    NJ 08540
	 	15,000
    shares of Common Stock


 


(1)
Genesis Unicorn Capital, LLC, the sponsor, is the record holder of all of the securities reported above. Samuel Lui, is the sole member
and manager of the sponsor. By virtue of this relationship, Samuel Lui, the chief financial officer and a director, may be deemed to
share beneficial ownership of the securities held of record by the sponsor. The business address of each of these entities and individuals
is 281 Witherspoon Street, Suite 120, Princeton, New Jersey, 08540.


 


(2)
Interests shown consist solely of founder shares, classified as shares of Class B common stock, as well as placement shares after this
offering (assumes the underwriters’ over-allotment option has not been exercised, and an aggregate of 281,250 founder shares have
been forfeited by the sponsor Founder shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.


 


(3)
Excludes an aggregate of 30,000 founder shares presently held by the sponsor which the sponsor has contractually agreed (in a separate
agreement with Mr. Pascual) to transfer to Mr. Pascual at the time of the Corporation’s business combination.


 




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