AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 30th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of November 29, 2022 (the “Signing Date”), by and among Genesis Unicorn Capital Corp., a Delaware corporation (“Parent”), ESGL Holdings Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”), ESGH Merger Sub Corp., a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), Environmental Solutions Group Holdings Limited, a Cayman Islands exempted company (the “Company”), and Quek Leng Chuang, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Shareholders (the “Shareholder Representative”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of the [ ] day of [ ], 2023, is made and entered into by and among Genesis Unicorn Capital Corp., a Delaware corporation (“Parent”), Environmental Solutions Group Holdings Limited, a Cayman Islands exempted company (“ESGH”), Purchaser (as defined below) and each of the undersigned parties that are Pre-IPO Investors (as defined below), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (together with the Pre-IPO Investors, the “Existing Holders”), and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Existing Holders, collectively with New Holders, are referred to herein as “Holders.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 30th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT, dated as of November 29, 2022 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Stockholder”), Environmental Solutions Group Holdings Limited, a Cayman Islands exempted company (the “Company”), and Genesis Unicorn Capital Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • November 30th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of November 29, 2022, by and between the undersigned (the “Holder”) and Genesis Unicorn Capital Corp., a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • November 30th, 2022 • Genesis Unicorn Capital Corp. • Blank checks
This COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of November 29, 2022 (this “Support Agreement”), is entered into by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder” and collectively, the “Shareholders”), Environmental Solutions Group Holdings Limited, a Cayman Islands exempted company (the “Company”) and Genesis Unicorn Capital Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
