Waiver Agreement dated as of July 26, 2023

Exhibit 10.1

WAIVER

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).

W I T N E S S E T H:

WHEREAS, Genesis, Purchaser, Merger Sub, the Company and the Shareholder Representative entered into an agreement and plan of merger, dated November 29, 2022 (the “Merger Agreement”), which provides for a Business Combination between Genesis and the Company.

WHEREAS, pursuant to the Merger Agreement, at least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Parent Parties a statement certified by the Company’s chief executive officer, which shall include a good faith calculation of the Company’s estimate of Working Capital as of the close of business on the day prior to the Closing Date (the “Estimated Working Capital”) which amount will adjust the Merger Consideration and Per Share Merger Consideration Amount;

WHEREAS, pursuant to the Merger Agreement, at the Closing, the Merger Consideration payable to the Company Shareholders shall be reduced by the Holdback Amount of $3,750,000 for purposes of calculating the Per Share Merger Consideration.

WHEREAS, Section 10.2(a) of the Merger Agreement provides that the obligations of all of the Parent Parties to the Merger Agreement to consummate the Closing is subject to the satisfaction or written waiver (where permissible) at the Parent Parties’ sole and absolute discretion, of the requirements that the Company shall have duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company at or prior to the Closing Date (the “Relevant Closing Conditions”).

WHEREAS, the Parent has been informed of the following developments of the Company (the “Company’s New Developments”): (i) the Company is unable to deliver to the Parent Parties a good faith calculation of the Company’s Estimated Working Capital at least three (3) Business Days prior to the Closing Date; and (ii) the Company has requested that the Per Share Merger Consideration Amount payable to the Company Shareholders shall not be reduced by the Holdback Amount of $3,750,000 for purposes of calculating the Per Share Merger Consideration at Closing.

WHEREAS, the parties hereto desire to acknowledge the Company’s New Developments, and waive the Relevant Closing Conditions contained in the Merger Agreement in so far as they relate to the Company’s New Developments (and shall not extend to any other event, circumstance or instance).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, the parties agree as follows:

1. Waiver. (a) Each of Parent, Merger Sub and Purchaser hereby waives the Relevant Closing Conditions contained in Section 10.2 of the Merger Agreement in so far as they relate to the Company’s New Developments (and shall not extend to any other event, circumstance or instance), and (b) each of Parent, Merger Sub, Purchaser, the Company and the Shareholder Representative waive the requirement that the Holdback Amount reduces the Per Share Merger Consideration Amount payable to the Company Shareholders at Closing. In connection with the foregoing waivers, each of Parent, Merger Sub, Purchaser, the Company and the Shareholder Representative acknowledges and agrees that the Merger Consideration will not be adjusted in respect of Working Capital pursuant to Sections 4.1 or 4.3 of the Merger Agreement.

2. Reservation of Rights. Subject to the waiver provided herein, the Merger Agreement shall remain in full force and effect. Except as expressly set forth herein, this Waiver shall not be deemed to be a waiver, amendment or modification of any provision of the Merger Agreement or any right, power or remedy of the parties, or constitute a waiver of any provision of the Merger Agreement (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. Except as set forth herein, each party reserves all rights, remedies, powers, or privileges available under the Merger Agreement, at law or otherwise.

3. 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 the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Waiver.

4. Governing Law. This Waiver shall be governed by and construed exclusively in accordance with the laws of the State of New York without regard to conflicts of law principles.

5. Counterparts. This Waiver may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

[signature page follows]

IN WITNESS WHEREOF, each of the undersigned parties has duly executed this Waiver as of the date first above written.