Exhibit
10.5


 


REPRESENTATIVE
SHARE PURCHASE LETTER AGREEMENT


February
14, 2022


 


To
the Board of Directors of Genesis Unicorn Capital Corp.:


 


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 Shares if the Over-Allotment Option is exercised) of Genesis
Unicorn Capital Corp. (the “Company”) for an aggregate purchase price of $1.00, along with other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged.


 


The
undersigned, on behalf of itself and each of its designees or permitted assignees, represents and warrants that it has been advised that
the Shares have not been registered under the Securities Act of 1933, as amended (“Securities Act”); that it is acquiring
the Shares for its account for investment purposes only; that it has no present intention of selling or otherwise disposing of the Shares
in violation of the securities laws of the United States; that it is an “accredited investor” as defined by Rule 501 of Regulation
D promulgated under the Securities Act; and that it is familiar with the proposed business, management, financial condition and affairs
of the Company.


 


The
undersigned, on behalf of itself and each of the undersigned’s designees or permitted assignees, further agrees by its acceptance
of the Shares (i) to waive its redemption rights (or right to participate in any tender offer) with respect to the Shares in connection
with the completion of the Company’s initial acquisition, share exchange, share reconstruction and amalgamation with, purchase
of all or substantially all of the assets of, entry into contractual arrangements with, or engagement in any other similar business combination
with one or more businesses or entities (“Business Combination”) and (ii) to waive its rights to liquidating distributions
from the trust account to be established by the Company (“Trust Account”) in connection with its proposed initial public
offering (“IPO”) with respect to the Shares if the Company fails to complete its initial Business Combination within 12 months
from the closing of the IPO (or up to 18 months if Genesis Unicorn Capital, LLC has deposited additional funds in the Trust Account)
(or such later date as may be approved by the Company’s stockholders). The undersigned also agrees by its acceptance of the Shares,
that it will not: (a) sell, transfer, assign, pledge or hypothecate the Shares until the completion of the Company’s initial Business
Combination to anyone other than: (i) an underwriter or a selected dealer participating in the IPO, or (ii) an officer, partner, registered
person, or affiliate of the undersigned or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct
Rule 5110(e)(1), and (b) cause the Shares to be the subject of any hedging, short sale, derivative, put or call transaction, until the
completion of the Company’s initial Business Combination, that would result in the effective economic disposition of the Shares,
except as provided for in FINRA Rule 5110(e)(2).


 


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of page intentionally left blank]


 




    	 



    	 



    

 


	 	Very
    truly yours,
	 	 
	 	EF
    HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC
	 	 
	 	By:	/s/
    Sam Fleischman
	 	Name:	Sam
    Fleischman
	 	Title:	Supervisory
    Principal


 


	 	Accepted
    and Agreed:
	 	GENESIS
    UNICORN CAPITAL CORP.
	 	 
	 	By:	/s/
    Samuel Lui
	 	Name:	Samuel
    Lui
	 	Title:	President
    and Chief Financial Officer


 


[Signature
page to Representative Share Purchase Letter Agreement]