Exhibit
10.2


 


COMPANY
SHAREHOLDER SUPPORT AGREEMENT


 


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).


 


WHEREAS,
Parent, 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;


 


WHEREAS,
as of the date hereof, each Shareholder owns the number of the Company’s ordinary shares, par value $0.001, set forth after its
name on Exhibit A (all such shares, or any successor or additional shares of the Company of which ownership of record or the power
to vote is hereafter acquired by each Shareholder prior to the termination of this Support Agreement being referred to herein as the
“Shares”); and


 


WHEREAS,
in order to induce Parent to enter into the Merger Agreement, each Shareholder is executing and delivering this Support Agreement to
Parent.


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree as follows:


 


1.
Voting Agreements. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time,
and (b) such date and time as the Merger Agreement shall be terminated in accordance its terms (whichever earlier, the “Expiration
Time”), each Shareholder, in its capacity as a shareholder of the Company, irrevocably agrees that, at any meeting of the Company’s
shareholders related to the transactions contemplated by, and governed by the terms and conditions of, the Merger Agreement (whether
annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement
thereof) (the “Transactions”) and/or in connection with any written consent of the Company’s shareholders related
to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”),
such Shareholder shall:


 


	 	a.	when
    the Meeting is held, appear at the Meeting or otherwise cause its Shares to be counted as present thereat for the purpose of establishing
    a quorum;


 




    	 



     


    

 


	 	b.	vote
    (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause
    such consent to be granted with respect to), all of its Shares in favor of the Merger Agreement and the transactions contemplated
    thereby;
	 	 	 
	 	c.	authorize
    and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for
    purposes of effecting the Transactions; and
	 	 	 
	 	d.	vote
    (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause
    such consent to be granted with respect to), all of its Shares against any other action that would reasonably be expected to (x)
    impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any
    covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in
    a breach of any covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Support
    Agreement.


 


2.
Restrictions on Transfer. Until the Expiration Time, each Shareholder agrees that it shall not sell, assign or otherwise transfer
any of its Shares unless the buyer, assignee or transferee thereof executes a joinder agreement to this Support Agreement in a form reasonably
acceptable to Parent. The Company shall not register any sale, assignment or transfer of any Shares on the Company’s stock ledger
(book entry or otherwise) that is not in compliance with this Section 2.


 


3.
New Securities. During the period commencing on the date hereof and ending on the Expiration Time, in the event that, (a) any
Company Ordinary Shares or other equity securities of Company are issued to any Shareholder after the date of this Support Agreement
pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Company securities owned
by such Shareholder, (b) any Shareholder purchases or otherwise acquires beneficial ownership of any Company Ordinary Shares or other
equity securities of Company after the date of this Support Agreement, or (c) any Shareholder acquires the right to vote or share in
the voting of any Company Ordinary Shares or other equity securities of Company after the date of this Support Agreement (such Company
Ordinary Shares or other equity securities of the Company, collectively the “New Securities”), then such New Securities
acquired or purchased by each such Shareholder shall be subject to the terms of this Support Agreement to the same extent as if they
constituted Shares as of the date hereof.


 


4.
No Challenge. Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Purchaser,
Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the
operation of, any provision of this Support Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person
in connection with the evaluation, negotiation or entry into the Merger Agreement.


 




    	 



     


    

 


5.
Waiver. Each Shareholder hereby irrevocably and unconditionally (i) waives any rights of appraisal, dissenter’s rights and
any similar rights relating to the Merger Agreement and the consummation by the parties of the transactions contemplated thereby, including
the Merger, that such Shareholder may have under applicable law, and (ii) waives its right to any payments upon liquidation of the Company
that may be provided for in the Company’s Organizational Documents.


 


6.
Consent to Disclosure. Each Shareholder hereby consents to the publication and disclosure in the Form S-4 or Form F-4 (as applicable)
and the Proxy Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities
authorities, any other documents or communications provided by any Parent Party or the Company to any Governmental Authority or to securityholders
of any Parent Party) of such Shareholder’s identity and beneficial ownership of Shares and the nature of such Shareholder’s
commitments, arrangements and understandings under and relating to this Support Agreement and, if deemed appropriate by Parent or the
Company, a copy of this Support Agreement. Each Shareholder will promptly provide any information reasonably requested by Parent or the
Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with
the SEC).


 


7.
Shareholder Representations: Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself
to Parent and the Company, as of the date hereof, that:


 


	 	a.	to
    the extent such Shareholder is an entity, such Shareholder is duly organized, validly existing and in good standing under the Laws
    of the jurisdiction of its formation, and the execution, delivery and performance of this Support Agreement and the consummation
    of the transactions contemplated hereby are within such Shareholder’s organizational powers and have been duly authorized by
    all necessary organizational actions on the part of such Shareholder;
	 	 	 
	 	b.	this
    Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery
    by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such
    Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by
    bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability
    of specific performance and other equitable remedies);
	 	 	 
	 	c.	the
    execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations
    hereunder will not, (i) to the extent such Shareholder is an entity, conflict with or result in a violation of the organizational
    documents of such Shareholder, or (ii) require any consent or approval from any third party that has not been given or other action
    that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin
    or materially delay the performance by such Shareholder of its obligations under this Support Agreement;


 




    	 



     


    

 


	 	d.	there
    are no Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder,
    before (or, in the case of threatened Proceedings, that would be before) any arbitrator or any Governmental Authority, which in any
    manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this
    Support Agreement;
	 	 	 
	 	e.	no
    broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection
    with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by such Shareholder
    or, to the knowledge of such Shareholder, by the Company;
	 	 	 
	 	f.	such
    Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations
    under this Support Agreement;
	 	 	 
	 	g.	such
    Shareholder has good title to its Shares, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole
    power to vote or cause to be voted its Shares; and
	 	 	 
	 	h.	the
    Shares listed opposite such Shareholder’s name on Exhibit A are the only shares of the Company’s outstanding capital
    stock owned of record or beneficially owned by such Shareholder as of the date hereof, and none of its Shares are subject to any
    proxy, voting trust or other agreement or arrangement with respect to the voting of Shares that is inconsistent with such Shareholder’s
    obligations pursuant to this Support Agreement.


 


8.
Damages; Remedies. Each Shareholder hereby agrees and acknowledges that (a) Parent and the Company would be irreparably injured
in the event of a breach by such Shareholder of its obligations under this Support Agreement, (b) monetary damages may not be an adequate
remedy for such breach and (c) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
party may have in law or in equity, in the event of such breach.


 


9.
Entire Agreement; Amendment. This Support Agreement and the other agreements referenced herein constitute the entire agreement
and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or
representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or
the transactions contemplated hereby. This Support Agreement may not be changed, amended, modified or waived (other than to correct a
typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 




    	 



     


    

 


10.
Assignment. No party hereto may, except as set forth herein, assign either this Support Agreement or any of its rights, interests,
or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph
shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Support
Agreement shall be binding on each Shareholder, Parent and the Company and each of their respective successors, heirs, personal representatives
and assigns and permitted transferees.


 


11.
Counterparts. This Support Agreement may be executed in any number of original, electronic or facsimile counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


12.
Severability. This Support Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Support Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Support Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


13.
Governing Law; Jurisdiction; Jury Trial Waiver. Sections 12.8 through 12.10 of the Merger Agreement is incorporated by reference
herein to apply with full force to any disputes arising under this Support Agreement.


 


14.
Notice. Any notice, consent or request to be given in connection with any of the terms or provisions of this Support Agreement
shall be in writing and shall be sent or given in accordance with the terms of Section 12.1 of the Merger Agreement to the applicable
party, with respect to the Company and Parent, at the address set forth in Section 12.1 of the Merger Agreement, and, with respect to
each Shareholder, at its address set forth on Exhibit A.


 


15.
Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement.
No such termination shall relieve any Shareholder, Parent or the Company from any liability resulting from a breach of this Support Agreement
occurring prior to such termination.


 


16.
Adjustment for Stock Split. If, and as often as, there are any changes in the Shares by way of stock split, stock dividend, combination
or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means,
equitable adjustment shall be made to the provisions of this Support Agreement as may be required so that the rights, privileges, duties
and obligations hereunder shall continue with respect to each Shareholder, Parent and the Company and the Shareholder Shares as so changed.


 


17.
Further Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument
of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested
in writing by another party hereto.


 


18.
Effective Time. This Agreement shall not be effective or binding upon the Shareholders until such time as the Merger Agreement
is executed by each of the parties thereto.



 


19.
Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof, and accordingly, that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state
court within the State of New York without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled
at law or in equity as expressly permitted in this Agreement. Each of the parties further waives (i) any defense in any action for specific
performance that a remedy at law would be adequate and (b) any requirement to post security or a bond as prerequisite to obtaining equitable
relief.


 


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IN
WITNESS WHEREOF, the parties have executed this Support Agreement as of the date first written above.


 


	 	ENVIRONMENTAL SOLUTIONS GROUP HOLDINGS LIMITED
	 	 	 
	 	By:	/s/
  Quek Leng Chuang
	 	Name: 	Quek Leng Chuang
	 	Title:	Director






 




    	 



     


    

 





	 	GENESIS UNICORN CAPITAL CORP.
	 	 	 
	 	By:	/s/
  Samuel Lui
	 	Name:	Samuel Lui

	 	Title:	President &
                                            CFO










 





	 	 	/s/
  Quek Leng Chuang     
	 	 	Quek
  Leng Chuang
	 	 	 
	 	 	/s/ Law Beng Hui
	 	 	Law Beng Hui
	 	 	 
	 	 	/s/ Ling Sheng Hwang
	 	 	Ling Sheng Hwang
	 	 	 
	 	 	/s/ Ling Sheng Chung
	 	 	Ling Sheng Chung
	 	 	 
	 	 	/s/ Lee Meng Seng
	 	 	Lee Meng Seng
	 	 	 
	 	 	/s/ Lee Siew Peng
	 	 	Lee Siew Peng
	 	 	 
	 	 	/s/ Ling Bee Li
	 	 	Ling Bee Li
	 	 	 
	 	 	/s/ Yap Tsuey Ling, Theresa
	 	 	Yap Tsuey Ling, Theresa
	 	 	 
	 	 	/s/ Lim Suat Bee, Julie
	 	 	Lim Suat Bee, Julie
	 	 	 
	 	For and on behalf of
	 	LV CAPITAL HOLDINGS LIMITED
	 	 	 
	 	By:	/s/ Lui Hin Weng Samuel
	 	Name: 	Lui Hin Weng Samuel
	 	Title:	Director
	 	 	 
	 	For and on behalf of
	 	CHEM INTEGRATED MANAGEMENT PTE. LTD.
	 	 	 
	 	By:	/s/ Tan Yeow Chang Jacob
	 	Name: 	Tan Yeow Chang Jacob
	 	Title:	Director
	 	 	 
	 	For and on behalf of
	 	ACTION CONSULTANCY TRADING SERVICES PTE. LTD.
	 	 	 
	 	By:	/s/ Chong Yew Chi Andrew
	 	Name: 	Chong Yew Chi Andrew
	 	Title:	Director
	 	 	 
	 	For and on behalf of
	 	MANDARIN PARTNERS LIMITED
	 	 	 
	 	By:	/s/ Lee Guat Beng
	 	Name: 	Lee Guat Beng
	 	Title:	Director



 




    	 



     


    

 


Exhibit
A


 


Shareholders


 





	Shareholder	 	Number
of Shares
	 	Address
    for Notices
	 	 	 	 	 
	Quek
    Leng Chuang	 	6,120	 	17
                                            Springleaf Lane, Singapore 788062

	 	 	 	 	 
	Law
    Beng Hui	 	1,017	 	9G
                                            Hillcrest Road, Hillcrest Villa, Singapore 286709

    

	 	 	 	 	 
	LV
    Capital Holdings Limited	 	643	 	Attention:
                                            Lui Hin Weng Samuel

     

    Room
    B, 7/F, Tower 5, Residence Bel-Air, 28 Bel-Air Avenue, Pok Fu Lam, Hong Kong

    

	 	 	 	 	 
	Chem
    Integrated Management Pte. Ltd.	 	537	 	Attention:
                                            Tan Yeow Chang Jacob

     

    50
    Duchess Avenue, #04-03 Duchess Crest, Singapore 269196

    

	 	 	 	 	 
	Ling
    Sheng Hwang	 	453	 	21,
                                            Amarin Kiara, Jalan Desa Kiara 1, 50480 Mont Kiara, Kuala Lumpur, Malaysia

    

	 	 	 	 	 
	Ling
    Sheng Chung	 	453	 	FG
                                            02 Kiaramas Ayuria Condo 9, Jalan Kiara 7, 50480 Mont Kiara, Kuala Lumpur, Malaysia

    

	 	 	 	 	 
	Lee
    Meng Seng	 	163	 	38
                                            Eng Kong Terrace, Singapore 599011

    

	 	 	 	 	 
	Lim
    Suat Bee, Julie	 	161	 	5
                                            Lorong How Sun, #04-26, Bartley Residences, Singapore 536562

    

	 	 	 	 	 
	Action
    Consultancy Trading Services Pte. Ltd.	 	141	 	Attention:
                                            Chong Yew Chi Andrew

     

    No.
    10 Bukit Batok Cresent, The Spire #14-06, Singapore 658079

    

	Lee
    Siew Peng	 	100	 	No.
                                            122 Jalan 73-B, Kawasan 19 Jalan Kapar, 41400 Klang, Selangor, Malaysia

	 	 	 	 	 
	Ling
    Bee Li	 	100	 	Block
                                            131, Serangoon Ave 3, #04-10, Singapore 556112

	 	 	 	 	 
	Yap
    Tsuey Ling, Theresa	 	70	 	911
                                            Toa Payoh Lorong 1, Oleander Towers, #12-04, Singapore 319771

	 	 	 	 	 
	Mandarin
    Partners Limited	 	42	 	Attention:
Lee Guat Beng / Richard Yap

                                                         4 Ripley Crescent, Singapore 556182