Form of Underwriting Agreement GENESIS UNICORN CAPITAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
The undersigned, Genesis Unicorn Capital Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton” or the “Representative”), and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only EF Hutton is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EF Hutton) as follows:
GENESIS UNICORN CAPITAL CORPORATION FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _________ xx, 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-xxxxxx), the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of February, 2022, by and among Genesis Unicorn Capital Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
GENESIS UNICORN CAPITAL CORP. FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ___ day of ________, 2022, by and between Genesis Unicorn Capital Corp., a company formed under the laws of the State of Delaware (the “Company”), having its principal place of business at 281 Witherspoon Street, Suite 120, Princeton, NJ, 08540 and Genesis Unicorn Capital, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Genesis Unicorn Capital Corp., a Delaware corporation, with offices at 281 Witherspoon Street, Suite 120, Princeton, NJ, 08540 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
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”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 10th, 2023 • Genesis Unicorn Capital Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of February 14, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Genesis Unicorn Capital Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
Genesis Unicorn Capital Corp. Princeton, NJ, 08540 Underwriter Representative EF Hutton, division of Benchmark Investments, LLCLetter Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Genesis Unicorn Capital Corp., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 7,500,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A Common Stock, par value $0.001 per share (the “Common Stock”), and one redeemable warrant to purchase a share of Common Stock (“Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold
REPRESENTATIVE SHARE PURCHASE LETTER AGREEMENTRepresentative Share Purchase Letter Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks
The undersigned, on behalf of itself and the undersigned designees or permitted assignees, hereby offers to purchase up to an aggregate of 37,500 shares of Class A common stock (“Shares”) (or up to 43,125 if the Over-Allotment Option is exercised) of Genesis Unicorn Capital Corp. (the “Company”) for an aggregate purchase price, and total consideration, of $______.
FORM OF ADMINISTRATIVE SERVICES AGREEMENT Genesis Unicorn Capital Corp.Administrative Services Agreement • February 4th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Genesis Unicorn Capital Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market, 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 Unicorn Capital, LLC shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 281 Witherspoon Street, Suite 120, Princeton, NJ 08540 (or any successor location). In exchange therefor, the Company shall pay Genesis Unicorn Capital, LLC the sum of $10,00
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.”
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, Genesis, ESG and PubCo on the Trade Date specified below. In connection with the...Genesis Unicorn Capital Corp. • July 27th, 2023 • Blank checks
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, Genesis, ESG and PubCo as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
FORM OF ADMINISTRATIVE SERVICES AGREEMENT Genesis Unicorn Capital Corp.Administrative Services Agreement • January 28th, 2022 • Genesis Unicorn Capital Corp. • Blank checks • New York
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Genesis Unicorn Capital Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, 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 Unicorn Capital LLC shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 281 Witherspoon Street, Suite 120, Princeton, NJ 08540 (or any successor location). In exchange therefor, the Company shall pay Genesis Unicorn Capital LLC the sum of $10,000
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).
WAIVERWaiver • March 10th, 2023 • Genesis Unicorn Capital Corp. • Blank checks • New York
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).
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).
WAIVERWaiver • July 27th, 2023 • Genesis Unicorn Capital Corp. • Blank checks • New York
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).
