Genesis Unicorn Capital Corp Watch

from 8-K 3 pages This Waiver (This “Waiver”), Dated as of July 26, 2023, Is by and Among Genesis Unicorn Capital Corp., a Delaware Corporation (“Genesis” or “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” or “Esgl”), and Quek Leng Chuang, Solely in His Capacity as the Shareholder Representative, Agent and Attorney-In-Fact of the Shareholders (The “Shareholder Representative”). Capitalized Terms Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Merger Agreement (As Defined Below)

from 8-K 19 pages Date: July 27, 2023 To: Genesis Unicorn Capital Corp., a Delaware Corporation (“Genesis”), Environmental Solutions Group Holdings Limited, a Cayman Islands Exempted Company (“Esg”) and Esgl Holdings Limited, a Cayman Islands Exempted Company (“Pubco”). Address: 281 Witherspoon Street, Suite 120, Princeton, New Jersey 08540 From: Vellar Opportunities Fund Master, Ltd. (“Seller”) Re: Otc Equity Prepaid Forward Transaction

from 8-K 3 pages Promissory Note

from 425 3 pages Promissory Note

from 10-K 2 pages This Waiver (This “Waiver”), Dated as of February 26, 2023, Is by and Among Genesis Unicorn Capital Corp., a Delaware Corporation (“Genesis” or “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” or “Esgl”), and Quek Leng Chuang, Solely in His Capacity as the Shareholder Representative, Agent and Attorney-In-Fact of the Shareholders (The “Shareholder Representative”). Capitalized Terms Not Otherwise Defined Herein Shall Have the Meanings Assigned to Such Terms in the Merger Agreement (As Defined Below)

from 10-K 4 pages Promissory Note

from 10-K 3 pages Promissory Note

from 10-K 2 pages Amendment to the Investment Management Trust Agreement

from 8-K 4 pages Promissory Note

from 425 4 pages Promissory Note

from 425 2 pages Amendment to the Investment Management Trust Agreement

from 8-K 2 pages Amendment to the Investment Management Trust Agreement

from 8-K 21 pages Amended and Restated Registration Rights Agreement

from 425 21 pages Amended and Restated Registration Rights Agreement

from 8-K 9 pages Sponsor Support Agreement

from 425 9 pages Sponsor Support Agreement

from 425 8 pages Company Shareholder Support Agreement

from 8-K 8 pages Company Shareholder Support Agreement

from 8-K 6 pages Lock-Up Agreement

from 425 6 pages Lock-Up Agreement