Exhibit
10.1


 


LOCK-UP
AGREEMENT


 


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).


 


BACKGROUND


 


A.
Parent, Environmental Solutions Group Holdings Limited, a Cayman Islands exempted company (the “Company”), ESGL Holdings
Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”), and ESGH Merger
Sub Corp., a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), have entered
into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger
Agreement”), pursuant to which (a) Parent will be merged with and into Purchaser (the “Redomestication Merger”),
with Purchaser surviving the Redomestication Merger, and (b) Merger Sub will be merged with and into the Company (the “Acquisition
Merger”), with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively,
the “Business Combination”). Following the Business Combination, Purchaser will be a publicly traded company listed
on a stock exchange in the United States.


 


B.
The Holder is the record and/or beneficial owner of certain Company Ordinary Shares, which will be exchanged for Purchaser Ordinary Shares
pursuant to the Merger Agreement.


 


C.
As a condition of, and as a material inducement for Parent to enter into and consummate the transactions contemplated by the Merger Agreement,
the Holder has agreed to execute and deliver this Agreement.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


AGREEMENT


 


1.
Lock-Up.


 





(a)
During the Lock-up Period (as defined below), the Holder irrevocably agrees that it will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have
the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences
of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash
or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap,
hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Purchaser.


 


(b)
In furtherance of the foregoing, the Purchaser will (i) place an irrevocable stop order on all Lock-up Shares, including those which
may be covered by a registration statement, and (ii) notify the Purchaser’s transfer agent in writing of the stop order and the
restrictions on such Lock-up Shares under this Agreement and direct the Purchaser’s transfer agent not to process any attempts
by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement.


 






    	 



     


    

 


(c)
For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all
types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on
a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.


 


(d)
For purpose of this Agreement, the “Lock-up Period” means with respect to the Lock-up Shares, the period commencing
on the Closing Date and ending on the date that is six (6) months thereafter.


 


The
restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder’s current or former general or limited
partners, managers or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under
the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the
Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family
for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified
domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement.


 


In
addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up
Shares shall be released from the restrictions contained herein. A “Change of Control” means: (a) the sale of all
or substantially all of the consolidated assets of the Purchaser and the Purchaser’s subsidiaries to a third-party purchaser; (b)
a sale resulting in no less than a majority of the voting power of the Purchaser being held by person that did not own a majority of
the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Purchaser with or into
a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board
of directors (or its equivalent) of the resulting entity or its parent company.


 


2.
Representations and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby
represents and warrants to the others and to all third party beneficiaries of this Agreement that (a) such party has the full right,
capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been
duly executed and delivered by such party and is the binding and enforceable obligation of such party, enforceable against such party
in accordance with the terms of this Agreement, and (c) the execution, delivery and performance of such party’s obligations under
this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such
party is a party or to which the assets or securities of such party are bound. 


 


3.
Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees
(as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any Company
Ordinary Shares or Purchaser Ordinary Shares, or any economic interest in or derivative of such stock, other than those securities specified
on the signature page hereto. For purposes of this Agreement, the Company Ordinary Shares beneficially owned by the Holder as specified
on the signature page hereto, and the Purchaser Ordinary Shares that such Company Ordinary Shares will be converted into pursuant to
the Merger Agreement, are collectively referred to as the “Lock-up Shares.” 


 






    	 



     


    

 


4.
No Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee,
payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.


 


5.
Termination of the Merger Agreement. This Agreement shall be binding upon the Holder upon the Holder’s execution and delivery
of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained
herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall
automatically terminate and become null and void, and the parties shall not have any rights or obligation hereunder.


 


6.
Notices. Any notices required or permitted to be sent hereunder shall be sent in writing, addressed as specified below, and shall
be deemed given: (a) if by hand or recognized courier service, by 4:00 PM on a business day, addressee’s day and time, on the date
of delivery, and otherwise on the first business day after such delivery; (b) if by fax or email, on the date that transmission is confirmed
electronically, if by 4:00 PM on a business day, addressee’s day and time, and otherwise on the first business day after the date
of such confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed
to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party
shall specify to the others in accordance with these notice provisions:


 


		(a)	If
                                            to Parent, to:



 


(Prior
to Closing)


 


Genesis
Unicorn Capital Corp.


281
Witherspoon Street, Suite 120


Princeton,
NJ, 08540


Attention:
Adeoye Olukotun


Email:
adeoye.olukotun@genesisunicorn.com


 


with
a copy to (which shall not constitute notice):


 


Loeb
& Loeb


345
Park Avenue, 19th Floor


New
York, NY 10154


Attention:
Mitchell S. Nussbaum, Esq.


E-mail:
mnussbaum@loeb.com


 


(After
Closing)


 


ESGL
Holdings Limited


101
Tuas South Avenue 2


Singapore
637226


Attention:
Mr Quek Leng Chuang, Chairman & CEO


Email:
quecklc@env-solutions.com


 






    	 



     


    

 


with
a copy to (which shall not constitute notice):


 


Saul
Ewing LLP


1919
Pennsylvania Avenue NW, Suite 550


Washington,
D.C. 20006


Attention:
Mark Gruhin, Esq.


E-mail:
mark.gruhin@saul.com


 


		(b)	If
                                            to the Holder, to the address set forth on the Holder’s signature page hereto, with
                                            a copy, which shall not constitute notice, to:



 


Saul
Ewing LLP


1919
Pennsylvania Avenue NW, Suite 550


Washington,
D.C. 20006


Attention:
Mark Gruhin, Esq.


E-mail:
mark.gruhin@saul.com


 


or
to such other address as any party may have furnished to the others in writing in accordance herewith.


 


7.
Enumeration and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall
not control or affect the meaning or construction of any of the provisions of this Agreement.


 


8.
Counterparts. This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.


 


9.
Successors and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall
inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees
that this Agreement is entered into for the benefit of and is enforceable by Parent and its successors and assigns.


 


10.
Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be
conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining
provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.


 


11.
Amendment. This Agreement may be amended or modified by written agreement executed by each of the parties hereto. 


 


12.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


13.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


14.
Governing Law. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of New York.



 


15.
Controlling Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from
time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.


 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	 	Genesis
    Unicorn Capital Corp.
	 	 
		By:
    	 
		Name: 
    	Samuel
                                            Lui

		Title:
    	President
                                            & CFO



 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	 	NAME
    OF HOLDER: 
	 	 
	 	By:
    	     
	 	Name:
    	 
	 	Title:
    	 
	 	Address:
    	 
	 	 	 
	 	NUMBER
    OF LOCK-UP SHARES: 
	 	 	 
	 	ADDRESS:
	 	 	 
	 	EMAIL: