Exhibit
10.1


 


INSIDER’S
LETTER


 


February
14, 2022


 


Genesis
Unicorn Capital Corp.


281
Witherspoon Street, Suite 120


Princeton,
NJ, 08540


 


Underwriter
Representative


EF
Hutton, division of Benchmark Investments, LLC


 


	 	 	Re:
    Genesis Unicorn Capital Corp. Public Offering; Voting, Lock-Up and Waiver


 


Gentlemen:


 


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 in the Public
Offering pursuant to a registration statement on Form S-1 (File No. 333-257623) and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall apply
to have the Units and components thereof listed on the Nasdaq Global Market. Certain capitalized terms used herein are defined in Section
12 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Genesis Unicorn Capital, LLC
(the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s Board of Directors
and/or management team (each, an “Insider” and collectively, the “Insiders”), hereby
agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock owned by it, him or her in favor of
any proposed Business Combination (including any proposals recommended by the Company’s Board of Directors), and (ii) not redeem
any Common Stock owned by it, him or her in connection with such stockholder approval, and (B) if the Company engages in a tender offer
in connection with any proposed Business Combination, it, he or she shall not sell any Common Stock to the Company in connection with
such tender offer. The Sponsor and each Insider agrees that if the Company seeks stockholder approval of any proposed amendment to the
Charter (as defined below) prior to the consummation of a Business Combination, including, without limitation, any vote to approve an
amendment to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection
with a Business Combination or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares (as defined below) if the
Company does not complete a Business Combination within the time period set forth in the Charter (12 months from the closing of the Public
Offering, which may be extended at the Company’s option to up to 18 months from the closing of the Public Offering if the sponsor
deposits additional funds ($0.20 per public share) into the trust account for each three-month period as described elsewhere in the Prospectus
with respect to the Public Offering), or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination
activity, it, he or she shall not redeem any Common Stock owned by it, him or her in connection with such stockholder approval.


 




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2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination as described
above in Section 1 hereof, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject
to lawfully available funds therefor, redeem 100% of the shares of Common Stock sold as part of the Units in the Public Offering (the
“Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
any taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by
the number of then issued and outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and
the Company’s Board of Directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider
agrees to not propose any amendment to the Charter (i) that would affect the substance or timing of the Company’s obligation to
redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period described in the Prospectus
or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company
provides its public stockholders with the opportunity to redeem their Common Stock upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay any taxes, divided by the number of then issued and outstanding
Offering Shares.


 


3.
Except as otherwise provided in the Charter, the Sponsor and each Insider acknowledges that it, he or she has no right, title, interest
or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of
the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives any claim such
Sponsor or Insider may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Account for any reason whatsoever except in each case with respect to the Insider’s right to a
pro rata interest in the proceeds held in the Trust Account for any Offering Shares such Sponsor or Insider may hold.


 


4.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to any Units,
shares of Common Stock, Founder Shares, Warrants, or any securities convertible into, or exercisable, or exchangeable for, Common Stock
owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Units, shares of Common Stock, Founder Shares, Warrants, or any securities convertible into, or exercisable,
or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).
Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions
set forth in this Section 4 or Section 8 below, the Company shall announce the impending release or waiver by press release through a
major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted shall
only be effective two (2) business days after the publication date of such press release. The provisions of this Section will not apply
if the release or waiver is affected solely to permit a transfer not for consideration and the transferee has agreed in writing to be
bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the
time of the transfer.


 




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5.
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
stockholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective target
business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or a Business Combination
agreement (a “Target”); provided, however, that such indemnification of the Company by the Sponsor
shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s
independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to
below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account
due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount
of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party
(including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under
the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not
be responsible to the extent of any liability for such third-party claims. The Sponsor shall have the right to defend against any such
claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the
claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 


6.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,125,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, up to
281,250 Founder Shares.


 


7.
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under Sections 1, 2, 3, 4, 5, 8(a), 8(b), and 9, as
applicable, of this Letter Agreement; (ii) monetary damages may not be an adequate remedy for such breach; and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


8.
(a) The Sponsor and each Insider agrees that it, he or she shall not (a) Transfer any of their Founder Shares until the earlier to the
occur of (A) six (6) months after the consummation of the Company’s initial Business Combination and (B) subsequent to a Business
Combination, if the reported last sale price of shares of Common Stock equals or exceeds $12.00 per share (as adjusted for share splits,
share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing after the Company’s initial Business Combination (the “Founder Shares Lock-up
Period”).


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units (or Warrants and shares of Common
Stock issued or issuable upon the conversion of the Private Placement Units), until 30 days after the completion of a Business Combination
(the “Private Placement Units Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).


 


(c)
Notwithstanding the provisions set forth in Sections 8(a) and (b), Transfers of the Founder Shares, Private Placement Units and Warrants
and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Units and that are held by the
Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 8(c)), are permitted (a) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor,
or any affiliates of the Sponsor; (b) in the case of an individual, transfers by gift to a member of the individual’s immediate
family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or
to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of
the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private
sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the
securities were originally purchased; (f) transfers in the event of the Company’s liquidation prior to the completion of an initial
Business Combination; (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement
upon dissolution of the Sponsor; (h) in the event of the Company’s liquidation, merger, share exchange, reorganization or other
similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; and (i) transfers
in connection with the Company’s initial Business Combination with the Company’s consent to any third party; provided,
however, that in the case of clauses (a) through (e), (h) and (i), these permitted transferees must enter into a written agreement
agreeing to be bound by the restrictions herein.


 




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9.
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true
and accurate in all respects and does not omit any material information with respect to the Insider’s background. Each Insider’s
questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she
is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any jurisdiction; it or he has never been convicted of, or
pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person,
or (iii) pertaining to any dealings in any securities and it or he is not currently a defendant in any such criminal proceeding.


 


10.
Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, or cash payments prior to, or in connection
with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of
the type of transaction that it is), other than the amounts described in the Prospectus under the heading “Summary – The
Offering – Limited Payments to Insiders.”


 


11.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the
Prospectus as an officer and/or director of the Company.


 


12.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the shares of Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean
the 2,156,250 shares of the Company’s Class B Common Stock, par value $0.0001 per share, initially issued to the Sponsor (up to
281,250 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by
the Underwriters) for an aggregate purchase price of $25,000, or $0.0001 per share, prior to the consummation of the Public Offering;
(iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private
Placement Units” shall mean the Units to purchase up to 346,394 Units which the Sponsor has agreed to purchase for an aggregate
purchase price of $3,463,935, or $10.00 per whole Private Placement Unit, in a private placement that shall occur simultaneously with
the consummation of the Public Offering (subject to increase to up to 377,331 units for the exercise of the over-allotment); (vi) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited with Continental Stock Transfer
and Trust Company; (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell,
hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment
or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder
with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in
cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (ix) “Charter”
shall mean the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time. Terms
not otherwise defined herein shall have the meanings ascribed to such terms in the Prospectus.


 


13.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
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 changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 




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14.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this Section shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


15.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof; provided, however, EF Hutton, division of Benchmark Investments, LLC as representative of the Underwriters shall
be deemed a beneficiary hereof and be entitled to enforce the provisions of this Agreement. All covenants, conditions, stipulations,
promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their
successors, heirs, personal representatives and assigns and permitted transferees.


 


16.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


17.
This Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


19.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


20.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by February 28, 2022 provided further that Section 5 of this Letter Agreement shall survive such liquidation.


 


[SIGNATURE
PAGE APPEARS NEXT]


 




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SIGNATURE
PAGE TO INSIDER’S LETTER AGREEMENT


GENESIS
UNICORN CAPITAL CORP.


 


	 	SPONSOR
	 	GENESIS
    UNICORN CAPITAL, LLC
	 	 	 
	 	By:	/s/
    Samuel Lui
	 	Name:	Samuel
    Lui
	 	Title:	Manager


 


	By:	/s/
    Adeoye Olukotun	 
	Name:
    	Adeoye
    Olukotun	 


 


	By:	/s/
    Samuel Lui	 
	Name:
    	Samuel
    Lui	 


 


	By:	/s/
    Dr. Niel Starksen	 
	Name:	Dr.
    Niel Starksen	 


 


	By:	/s/
    Juan Fernandez Pascual	 
	Name:	Juan
    Fernandez Pascual	 


 


	By:	/s/
    Grainne Coen	 
	Name:	Grainne
    Coen	 


 


	By:	/s/
    Ernest Fong	 
	Name:	Ernest
    Fong	 


 


	By:	/s/
    Chung Fan Cheng	 
	Name:	Chung
    Fan Cheng	 


 


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


 


	Acknowledged
    and Agreed:	 
	 	 
	Genesis
    Unicorn Capital Corp.	 
	 	 	 
	By:	/s/
    Samuel Lui	 
	Name:	Samuel
    Lui	 
	Title:	President,
    Chief Financial Officer and Director	 


 




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