Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (the “Agreement”) is made as of February 14, 2022, by and between Genesis Unicorn Capital
Corp., a Delaware Corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation,
as trustee (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-257623 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering (“IPO”) of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
and one redeemable warrant, each warrant entitling the holder thereof to purchase one share of Common Stock, has been declared effective
as of the date hereof (“Effective Date”) by the U.S. Securities and Exchange Commission (capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark
Investments, LLC (the “Representative”) which is acting as the representative of the underwriters (the “Underwriters”)
in the IPO; and


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation
(the “Certificate of Incorporation”), $76,125,000 of the gross proceeds of the IPO and a private placement taking place simultaneously
therewith ($87,543,750 if the Underwriters’ over-allotment option is exercised in full), will be delivered to the Trustee to be
deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of the Company’s Common Stock, included in the Units issued in the IPO as hereinafter provided
(the proceeds to be delivered to the Trustee (and any interest subsequently earned thereon) will be referred to herein as the “Property”;
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $2,437,500, or $2,803,125 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount);
and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (the “Trust
Account”) established by the Trustee at JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) in the United States, maintained by Trustee, and at a brokerage institution selected by the Trustee that
is reasonably satisfactory to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property (i) in United States government
treasury bills, notes or bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury
obligations, as determined by the Company, and the Trustee may not invest in any other securities or assets; it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;
and while account funds are invested or uninvested, the Trustee may earn bank credits or other consideration;


 




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(d)
Collect and receive, when due, all interest and other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns relating to assets held in the Trust Account;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President,
Chairman (or Co-Chairman) of the Board of Directors (the “Board”), Secretary or other authorized officer of the Company and,
in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed
to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company
to pay dissolution expenses) only as directed in the Termination Letter and the other documents referred to therein; provided,
however, that in the event that a Termination Letter has not been received by the Trustee by the date which is later than the
(i) the 12 month anniversary (“Initial Business Combination Period”) of the closing of the IPO or (ii) provided that prior
to the expiration of the Initial Business Combination Period, there is deposited into the Trust Account the sum of $0.20 per share ($1,500,000
in the aggregate or $1,725,000 in the event the Representative on behalf of the underwriters has exercised the overallotment in full)
for each three-month extension for up to two (2) such extensions not to exceed 18 months from the anniversary of the IPO (the “Extension
Period”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B hereto and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (net
of amounts withdrawn in accordance with this Agreement and less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses) and distributed to the Public Stockholders of record as of such date.


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of
assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by
electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority;
provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the
Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution,
so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, further,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a
copy of the franchise tax bill from the State of Delaware for the Company (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D, the Trustee shall distribute to the Public Stockholders on behalf of the Company the amount requested by the Company
to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve
an amendment to the Company’s Certificate of Incorporation to modify the substance or timing of the ability of Public Stockholders
to seek redemption in connection with an initial Business Combination or the Company’s obligation to redeem 100% of its public
shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in Section
1(i) of the Agreement. The written request of the Company referenced above shall constitute presumptive evidence that the Company is
entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;


 




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(l)
In connection with a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other person,
disburse the per share amount to redeeming Public Stockholders (other than shares tendered through the Depository Trust Company) that
have tendered their shares directly to the Trustee;


 


(m)
[reserved] ;


 


(n)
Promptly acknowledge, in writing to any redeeming Public Stockholder and the Company, any irrevocable instruction letter in the form
of Exhibit D delivered by such redeeming Public Stockholder after the announcement by the Company of the consummation of proposed
Business Combination and promptly comply with any irrevocable written instruction letter in the form of Exhibit D delivered by
such Public Stockholder in connection with the disbursement of funds to such Public Stockholder if the Company has not notified the Trustee
in writing during the Objection Period that such irrevocable written instruction letter is not in compliance with the requirements set
forth in this Agreement for redemption of a Public Stockholders shares of Common Stock ; and


 


(o)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j) or 1(k) above.


 


2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed on behalf of the Company by the Company’s Chairman of the Board,
Chief Executive Officer, Chief Financial Officer, Vice President or Secretary. In addition, except with respect to its duties under Sections
1(i), 1(j) and 1(k) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)
Subject to Section 4 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action, suit
or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises
out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned from investment of
the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which
the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall
not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee
shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree
to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or
delayed. The Company may participate in such action with its own counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, an annual administration fee and
a transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by the Trustee
from the disbursements made to the Company pursuant to Sections 1(i) through 1(k) solely in connection with the consummation of the Company’s
initial acquisition, share exchange, share reconstruction and amalgamation, purchase of all or substantially all of the assets of, or
any other similar business combination with one or more businesses or entities (a “Business Combination”), or pursuant to
Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO
and thereafter on the anniversary of the Effective Date;


 




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(d)
In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote
of the Company’s stockholders regarding such Business Combination;


 


(e)
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f)
Within four (4) business days after the Representative exercises the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall
in no event be less than $2,803,125; and


 


(g)
Upon receiving the written request of a Public Stockholder to do so at any time after the date hereof, provide such Public Stockholder
with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined
in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other
notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property
left in the Trust Account being less than $5,000,001.


 


3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to
any party except for liability arising out of Trustee’s own gross negligence, fraud or willful misconduct;


 


(b)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)
Change the investment of any Property, other than in compliance with Section 1(c);


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or
other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the Trustee, in good faith and with reasonable care, to
be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;


 




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(g)
Verify the accuracy of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i)
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to any interest income
earned on the Property;


 


(j)
Prepare and execute and file tax reports, income or other tax returns, and pay any taxes on behalf of the Trust Account (it being expressly
understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds
not held in the Trust Account or released to it under Section 1(j) hereof);


 


(k)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; and


 


(l)
Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) above.


 


4.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the
Trust Account and not against the Property or any monies in the Trust Account.


 


5.
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof
(which Section may not be amended under any circumstances), and distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the
Trustee will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the wire.


 




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(b)
This 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. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto; provided, however, that no such change, amendment or modification to Sections 1(i), 1(j), 1(k),
2(f) or Exhibit A may be made without the prior written consent of the Representative.


 


(d)
This Agreement or any provision hereof may be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders.
For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt by the Trustee of a certificate from the
inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as of a record date established
in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who
holds [65%] or more of all then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company
voting together as a single class, have voted in favor of such change, amendment or modification. No such amendment will affect any Public
Stockholder who has otherwise indicated such Stockholder’s election to redeem shares of Common Stock in connection with a stockholder
vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100% of the Common
Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s Certificate
of Incorporation. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee
may rely conclusively on the certification from the inspector of elections referenced above and shall be relieved of all liability to
any party for executing the proposed amendment in reliance there€


 


(e)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f)
Any notice, consent or request to be given in connection with any of the terms or provisions of this 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, electronic
mail or by facsimile transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Genesis
Unicorn Capital Corp.


281
Witherspoon Street


Suite
120


Princeton,
NJ 08540


Attn:
Samuel Lui


Email:
samuel.lui@genesisunicorn.com


 




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in
either case with a copy (which copy shall not constitute notice) to:


 


EF
Hutton, division of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn:
Legal Department


 


and,
in each case, with copies to:


 


Hogan
Lovells US LLP


1601
Wewatta Street, Suite 900


Denver,
Colorado 80202


Attn:
David Crandall, Esq


Email:
david.crandall@hoganlovells.com


 


and


 


Becker
& Poliakoff LLP


45
Broadway, 17th Floor


New
York, NY 10017


Attn:
Bill Huo, Esq.


Fax
No.: (212) 599-3322


Email:
bhuo@beckerlawyers.com


 


(g)
This Agreement may not be assigned by either party without the written consent of the other party.


 


(h)
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance.


 


(i)
Each of the Company and the Trustee hereby acknowledge that the Representative is a third party beneficiary of this Agreement and that
each Public Stockholder is a third party beneficiary of Sections 1(i), 1(k), 1(l).


 


(j)
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(k)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee 
	 	 	 
	 	By:	/s/
    Francis Wolf
	 	Name:	Francis
Wolf
	 	Title:	Vice
    President
	 	 	 
	 	GENESIS
    UNICORN CAPITAL CORP., as the Company
	 	 
	 	By:	/s/
    Samuel Lui
	 	Name:	Samuel
    Lui
	 	Title:	President
    and Chief Financial Officer


 


[Signature
Page to Investment Management Trust Agreement]


 




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SCHEDULE
A


 


	Fee
    Item 	 	Time
    and method of payment	 	Amount
	Initial
acceptance fee	 	Initial
    closing of IPO by wire transfer	 	$3,500.00
	Trustee
annual administration fee	 	First
    year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or
    check	 	$10,000.00
	 	 	 	 	 
	Transaction
    processing fee for disbursements to Company under Section 2	 	Billed
    to Company following disbursement made to Company under Section 2	 	$250.00
	 	 	 	 	 
	Paying
    Agent services as required pursuant to Section 1	 	Billed
    to Company upon delivery of service pursuant to Section 1	 	Prevailing
    rates


 




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EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, N.Y. 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Genesis Unicorn Capital Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement with [___________] (“Target Business”) to consummate a business combination
with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 72
hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account,
and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Operating Account at J.P. Morgan Chase Bank, N.A. will be immediately available for transfer
to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative
on behalf of the Underwriters (with respect to the Deferred Discount). It is acknowledged and agreed that while the funds are on deposit
in the trust account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends .


 


On
the Consummation Date, (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer or Chairman, which
verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and (b) joint
written instructions signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account,
including payment of amounts owed to Public Stockholders who have properly exercised their redemption rights and payment of the Deferred
Discount to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized
to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain
in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust
Account pursuant to the terms hereof, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in the notice as soon as thereafter as possible.


 




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	 	Very
    truly yours,
	 	 	 
	 	GENESIS
    UNICORN CAPITAL CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Secretary/Assistant
    Secretary


 


Acknowledged
and Agreed:


 


EF
Hutton, division of Benchmark Investments, LLC


 


	By:
    	 	 
	Name:	 	 
	Title:	 	 


 




    	11



    	 



    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, N.Y. 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Genesis Unicorn Capital Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [February *], 2022 (the “Trust Agreement”), this
is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to
its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Stockholders. The Company has selected [____ __, 202_ ] as the effective date for the purpose of determining when the Public Stockholders
will be entitled to receive their share of the liquidation proceeds. [It is acknowledged that no interest will be earned by the Company
on the liquidation proceeds while on deposit in the aforesaid segregated account.] You agree to be the Paying Agent of record, and in
your separate capacity as Paying Agent, and agree to distribute said funds directly to the Public Stockholders in accordance with the
terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the
funds in the Trust Account, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust
Agreement.


 


	 	Very
    truly yours,
	 	 	 
	 	GENESIS
    UNICORN CAPITAL CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc:
EF Hutton, division of Benchmark Investments, LLC


 




    	12



    	 



    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, N.Y. 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account – Withdrawal Instructions 


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Genesis Unicorn Capital Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [February *], 2022 (the “Trust Agreement”), the Company
hereby requests that you deliver to the Company [$*] of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for its tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	GENESIS
    UNICORN CAPITAL CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc:
EF Hutton, division of Benchmark Investments, LLC


 




    	13



    	 



    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, N.Y. 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account – Stockholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Genesis Unicorn Capital Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [February *], 2022 (the “Trust Agreement”), the
Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $_____________ of the principal and interest
income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution
to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of public shares of Common Stock if the Company has
not consummated an initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated
account held by you on behalf of the Beneficiaries.


 


	 	Very
    truly yours,
	 	 	 
	 	GENESIS
    UNICORN CAPITAL CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc:
EF Hutton, division of Benchmark Investments, LLC


 




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