Exhibit 10.5


 


December 8, 2021


 


Genesis Growth Tech Acquisition Corp.

Bahnhofstrasse 3, 6052 Hergiswil

Nidwalden, Switzerland


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”)
and Nomura Securities International, Inc. as representative (the “Representative”) of the several underwriters
named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”) of 25,300,000 of the Company’s units (including 3,300,000 units that may be purchased pursuant to
the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s
Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half one redeemable
warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary
Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and
Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1
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 Growth Tech LLC (the “Sponsor”)
and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”),
including Nomura Securities International, Inc. (“Nomura”), hereby agree with the Company as follows:


 


1. Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses or entities; (ii) “Founder Shares”
shall mean the 6,325,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation
of the Public Offering; (iii) “Private Placement Warrants” shall mean the warrants that will be acquired
by the Sponsor for an aggregate purchase price of $8,050,000 (or up to $8,875,000 if the Underwriters’ exercise their option to
purchase additional units in full) in a private placement that shall close simultaneously with the consummation of the Public Offering
(including the Ordinary Shares issuable upon exercise of such Private Placement Warrants thereof); (iv) “Public Shareholders”
shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares”
shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants
shall be deposited; (vii) “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 (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles
of Association, as the same may be amended from time to time.


 


2. Representations
and Warranties.


 


(a) The
Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the
full right and power, without violating any agreement to which it, she or he 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 of the Company and/or a director on the Company’s Board of Directors (the “Board”), as applicable,
and each Insider (other than Nomura) hereby consents to being named in the Prospectus, road show and any other materials as an officer
and/or director of the Company, as applicable.


 






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(b) Each
Insider (other than Nomura) represents and warrants, with respect to herself or himself, that such Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and
does not omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished to
the Company (other than Nomura) is true and accurate in all material respects. Each Insider (other than Nomura) represents and warrants
that such Insider 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; such Insider 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 such Insider is not currently a defendant in any
such criminal proceeding; and such Insider 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.


 


3. Business
Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed
Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider (other than Nomura), with respect to itself
or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection
with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held
by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board
in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with
such shareholder approval. Nomura agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then
in connection with such proposed initial Business Combination, it shall vote all Founder Shares held by it in favor of such proposed initial
Business Combination (including any proposals recommended by the Board in connection with such Business Combination).


 


4. Failure
to Consummate a Business Combination; Trust Account Waiver.


 


(a) The
Sponsor and each Insider (other than Nomura) hereby agree, with respect to itself, herself or himself, that in the event that the Company
fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider (other
than Nomura) 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 10 business days thereafter, redeem 100% of the Public 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 income taxes (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and
dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter
(i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right
to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company
does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to
any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity
to redeem their Public Shares 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 income taxes, if any, divided by the number of then-outstanding Public Shares.


 


(b) The
Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he 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, her or him, if any. The Sponsor and each Insider (other than Nomura) hereby further
waives, with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he
may have in connection with (x) the completion of the Company’s initial Business Combination, and (y) a shareholder vote
to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide
holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100%
of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter
or (ii) with respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and the Insiders shall
be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business Combination
within the required time period set forth in the Charter).


 






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5. Lock-up;
Transfer Restrictions.


 


(a) The
Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”)
until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date
following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash,
securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent
to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the
Founder Shares Lock-up.


 


(b) Subject
to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer
of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion
of an initial Business Combination.


 


(c) Notwithstanding
the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary
Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or
family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates
of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such
person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death
of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder
Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s
organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection
with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion
of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar
transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash,
securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in
the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these
transfer restrictions.


 


(d) 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, Transfer any Units, Ordinary Shares, Warrants or any other
securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable.


 


6. Remedies.
The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably
injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3,
4, 5, 7, 10 and 11, (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.


 


7. Payments
by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer
of the Company nor any affiliate of the directors and officers shall receive from the Company any finder’s fee, reimbursement, consulting
fee, monies in respect of any payment of a loan or other compensation 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).


 


8. Director
and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and the Insiders (other than Nomura) shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


9. Termination.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock- up Period and (ii) the
liquidation of the Company; provided, however, that this Letter Agreement shall terminate in the event that the Public Offering
is not consummated and closed by March 31, 2022; provided further that paragraph 10 of this Letter Agreement shall
survive such liquidation.


 






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10. Indemnification.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (the “Indemnitor”) 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)
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 (except for the Company’s independent auditors) or (ii) any prospective target business with which the Company
has discussed entering into a transaction agreement (a “Target”); provided, however, that such
indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third
party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below
the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the
date of the liquidation of the Trust Account if less than $10.15 per Public Share due to reductions in the value of the trust assets,
in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims
by a third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver
is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. The Indemnitor 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 Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


11. Forfeiture
of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase additional Units within 45 days
from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the
Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares
will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and Insiders
further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization
or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering
in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares
outstanding at such time.


 


12. Entire
Agreement. 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 (1) each Insider that is the subject of any such change, amendment, modification or waiver and (2) the
Sponsor.


 


13. Assignment.
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 parties. 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 binding on the Sponsor, each of
the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14. Counterparts.
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.


 


15. Effect
of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not affect
the interpretation thereof.


 


16. Severability.
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.


 


17. Governing
Law. 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.


 


18. Notices.
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 or other electronic transmission.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	Genesis Growth Tech LLC
	 		 
	 	By: 	/s/ Eyal Perez
	 	Name:  	Eyal Perez
	 	Title:  	Director
	 	 	 
	 	Acknowledged and Agreed:
	 	 	 
	 	Genesis Growth Tech Acquisition Corp. 
	 	 	 
	 	By: 	/s/ Eyal Perez
	 	Name: 	Eyal Perez
	 	Title: 	Chief Executive Officer
	 	 	 
	 	Nomura Securities International, Inc.
	 	 	 
	 	By: 	/s/ James Chenard
	 	Name: 	James Chenard
	 	Title: 	Managing Director
	 	 	 
	 	Eyal Perez
	 	 	 
	 	/s/ Eyal Perez
	 	 
	 	Massimo Prelz Oltramonti
	 	 
	 	/s/ Massimo Prelz Oltramonti
	 	 
	 	Pierre-Etienne Lallia
	 	 
	 	/s/ Pierre-Etienne Lallia
	 	 
	 	Simon Baker
	 	 
	 	/s/ Simon Baker
	 	 
	 	Michael Lahyani
	 	 
	 	/s/ Michael Lahyani
	 	 
	 	Cem Habib
	 	 
	 	/s/ Cem Habib


   






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