Exhibit
10.5


 


Genesis Growth Tech Acquisition Corp.


 


                        ,
2021


 


Genesis Growth Tech LLC

Bahnhofstrasse 3, 6052 Hergiswil

Nidwalden, Switzerland


 


Ladies and Gentlemen:


 


This letter will confirm our agreement that,
commencing on the effective date (the “Effective Date”) of the registration statement (the
“Registration Statement”) for the initial public offering (the “IPO”) of the
securities of Genesis Growth Tech Acquisition Corp. (the “Company”) 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 Growth Tech LLC (the “Sponsor”) shall take steps directly or indirectly to
make available to the Company certain office space, secretarial and administrative services as may be required by the Company from
time to time, situated at Bahnhofstrasse 3, 6052 Hergiswil Nidwalden,
Switzerland (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $10,000 per
month commencing on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that
it does not have any right, title, interest or claim of any kind (a “Claim”) in or to any monies that may
be set aside in a trust account (the “Trust Account”) that may be established in connection with and upon
the consummation of the IPO and hereby irrevocably waives any Claim it presently has or may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse, reimbursement, payment or
satisfaction of any Claim against the Trust Account or any monies or other assets in 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 the parties hereto.


 


The parties may not assign
this letter agreement and any of their rights, interests, or obligations hereunder without the consent 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.


 


This letter agreement 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 that will apply the laws of another jurisdiction.


 


This letter agreement may
be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be
produced to evidence the existence of this letter agreement.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	GENESIS GROWTH TECH ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name: 	Eyal Perez
	 	Title:	Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	GENESIS GROWTH TECH LLC	 
	 	 	 
	By:	 	 
	Name: 	Eyal Perez	 
	
    Title:
	Director