Exhibit
10.7


 


ADMINISTRATIVE
SERVICES AGREEMENT


 


Genesis
Unicorn Capital Corp.


281
Witherspoon Street, Suite 120


Princeton,
NJ 08540


 


Dated
as of February 14, 2022


 


Genesis
Unicorn Capital, LLC


281
Witherspoon Street, Suite 120


Princeton,
NJ 08540


 


Re:
Administrative Services Agreement


 


Ladies
and Gentlemen:


 


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 $10,000.00 per month on the Effective Date and continuing monthly thereafter until the Termination Date.


 


Genesis
Unicorn Capital, LLC hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies that may
be set aside in a trust account (the “Trust Account”) that may be established upon the consummation of the
IPO as a result of this letter agreement (the “Claim”) and hereby irrevocably waives any Claim it may have
in the future as a result of, or arising out of, this letter agreement and will not seek recourse against the Trust Account for any reason
whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


Any
litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance
with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


 




    	 



     


    

 





	 	Very
    truly yours,
	 	 	 
	 	GENESIS
    UNICORN CAPITAL CORP.
	 	 	 
	 	By:
    	/s/
    Adeoye Olukotun 
	 	Name:
    	Adeoye
    Olukotun
	 	Title:
    	Chief
    Executive Officer 


 


	AGREED
    TO AND ACCEPTED BY:	 
	 	 	 
	GENESIS
                                            UNICORN CAPITAL, LLC

     
	 
	 	 	 
	By:	/s/
    Samuel Lui 	 
	Name:
    	Samuel
    Lui	 
	Title:	Manager	 


 


[Signature
Page to Administrative Services Agreement]