Exhibit 10.3


 


COMPANY SUPPORT AGREEMENT


 


This COMPANY SUPPORT AGREEMENT
(this “Agreement”) is entered into as of December 20, 2022, by and among 10x Capital Venture Acquisition Corp. III,
a Cayman Islands exempted company (“10X”), Ottis J. Sparks, a natural person (the “Stockholder”),
and, solely with respect to Section 1(a) hereto, Sparks Energy, Inc., a Delaware corporation (“Sparks Energy”).
Each of 10X, the Stockholder and Sparks Energy is sometimes referred to herein individually as a “Party” and collectively
as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them
in the Merger Agreement (defined below).


 


RECITALS


 


WHEREAS, on December
20, 2022, 10X, Sparks Energy and 10X Sparks Merger Sub, Inc., a Delaware corporation (“Merger Sub”), entered into that
certain Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the
“Merger Agreement”), in accordance with the terms and subject to the conditions of which, among other things, Merger
Sub will merge with and into Sparks Energy (the “Merger”), with Sparks Energy surviving the Merger as a wholly-owned
Subsidiary of 10X;


 


WHEREAS, in accordance
with the terms and subject to the conditions set forth in the Merger Agreement, by virtue of the Merger each share of Company Common Stock
issued and outstanding immediately prior to the Effective Time will be converted into the right to receive Acquiror Common Stock, as provided
more particularly in the Merger Agreement;


 


WHEREAS, the Stockholder
is the record and beneficial owner of the number and type of equity securities of Sparks Energy set forth on Schedule A hereto
(together with any other equity securities of Sparks Energy of which the Stockholder acquires record or beneficial ownership after the
date hereof, collectively, the “Subject Company Stock”);


 


WHEREAS, in consideration
for the benefits to be received by the Stockholder under the terms of the Merger Agreement and as a material inducement to 10X agreeing
to enter into, and consummate the transactions contemplated by, the Merger Agreement, the Stockholder agrees to enter into this Agreement
and to be bound by the agreements, covenants and obligations contained in this Agreement; and


 


WHEREAS, the Parties
acknowledge and agree that 10X and Merger Sub would not have entered into, and agreed to consummate the transactions contemplated by,
the Merger Agreement without the Stockholder entering into this Agreement and agreeing to be bound by the agreements, covenants and obligations
contained in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 






     


     


    

 


AGREEMENT


 


1. Company Stockholder
Consent and Related Matters.


 


(a) Subject
to the earlier termination of this Agreement in accordance with its terms, (i) as promptly as reasonably practicable (and in any event
within five (5) Business Days) following the time at which (x) the Registration Statement becomes effective under the Securities Act and
(y) Sparks Energy solicits the Company Stockholder Approvals, the Stockholder shall duly execute and deliver to Sparks Energy such Company
Stockholder Approvals under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated
by Section 8.02(f) of the Merger Agreement (the “Approval”), including the Merger and, to the extent required by Law,
any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing (collectively, the “Transactions”)
and (ii) without limiting the generality of the foregoing, prior to the Closing, the Stockholder shall, at any meeting of the Company
Stockholders (and at any adjournment or postponement thereof), however called, and in any actions by written consent of the Company Stockholders,
vote (or cause to be voted) the Subject Company Stock against (x) any Acquisition Proposal or (y) any other matter, action or proposal
that would reasonably be expected to result in (A) a breach of any of Sparks Energy’s covenants, agreements or obligations under
the Merger Agreement or (B) any of the conditions to the Closing set forth in Sections 9.01, 9.02 or 9.03 of the Merger Agreement not
being satisfied; provided that in the case or either (i) or (ii), the Merger Agreement shall not have been amended or modified without
the Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement, or (2) to change the form of merger
consideration in a manner adverse to the Stockholder.


 


2. Other
Covenants and Agreements.


 


(a) The
Stockholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, (i) each of the agreements set forth on
Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement
that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and
(ii) upon such termination neither Sparks Energy nor any of its Affiliates (including from and after the Effective Time, 10X and its Affiliates)
shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, the Stockholder
hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all
actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence.


 


(b) The
Stockholder shall be bound by and subject to (i) Section 8.04 (Confidentiality; Publicity) of the Merger Agreement to the same extent
as such provisions apply to the parties to the Merger Agreement, and (ii) Section 6.04 (No Claim Against the Trust Account), Section 6.06
(Non-Solicitation; Acquisition Proposals) and Section 8.01(c) (Support of Transaction) of the Merger Agreement to the same extent as such
provisions apply to Sparks Energy, in each case, mutatis mutandis, as if the Stockholder is directly party thereto. Notwithstanding
anything in this Agreement to the contrary, (x) the Stockholder shall not be responsible for the actions of Sparks Energy or the Sparks
Energy Board (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of
any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by
this Section 2(b), (y) the Stockholder is not making any representations or warranties with respect to the actions of any of the
Sparks Energy Related Parties, and (z) any breach by Sparks Energy of its obligations under the Merger Agreement shall not be considered
a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Stockholder shall remain responsible for
any breach by it of this Section 2(b)).


 


(c) 
The Stockholder acknowledges and agrees that 10X and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder
entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants
and obligations contained in this Agreement and but for the Stockholder entering into this Agreement and agreeing to be bound by, and
perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement 10X and Merger
Sub would not have entered into, or agreed to consummate the transactions contemplated by, the Merger Agreement.


 






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3. Stockholder Representations
and Warranties. The Stockholder represents and warrants to 10X as follows:


 


(a) The
Stockholder, if an entity, is a corporation, limited liability company or other applicable business entity duly organized or formed, as
applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions
that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization
(as applicable).


 


(b) The
Stockholder (i) if an entity, has the requisite corporate, limited liability company or other similar power and authority or (ii) if a
natural person, has the requisite power and legal capacity to execute and deliver this Agreement, to perform its covenants, agreements
and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to
the provisions of the Merger Agreement), and to consummate the transactions contemplated hereby. If the Stockholder is an entity, the
execution and delivery of this Agreement has been duly authorized by all necessary corporate (or other similar) action on the part of
the Stockholder. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid, legal and
binding agreement of the Stockholder (assuming that this Agreement is duly authorized, executed and delivered by 10X), enforceable against
the Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting
generally the enforcement of creditors’ rights and subject to general principles of equity).


 


(c) No
consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of
the Stockholder with respect to the Stockholder’s execution, delivery or performance of its covenants, agreements or obligations
under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate
to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals,
authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Stockholder
to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have
already been obtained in advance of the Stockholder’s entry into this Agreement.


 


(d) None
of the execution or delivery of this Agreement by the Stockholder, the performance by the Stockholder of any of its covenants, agreements
or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement
that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly
(with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Stockholder’s organizational
and governing documents (if applicable), (ii) result in a violation or breach of, or constitute a default or give rise to any right of
termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions
or provisions of any Contract to which the Stockholder is a party, (iii) violate, or constitute a breach under, any Governmental Order
or applicable Law to which the Stockholder or any of its properties or assets are bound or (iv) other than the restrictions contemplated
by this Agreement, result in the creation of any Lien upon the Subject Company Stock, except, in the case of any of clauses (ii)
and (iii) above, as would not adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its
covenants, agreements or obligations hereunder in any material respect.


 


(e) The
Stockholder is the record and beneficial owner of the Subject Company Stock and has valid, good and marketable title to the Subject Company
Stock, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Sparks Energy Organizational
Documents). Except for the equity securities of Sparks Energy set forth on Schedule A hereto, together with any other equity securities
of Sparks Energy that the Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant
to, or acquired in accordance with, Section 6.01 of the Merger Agreement, the Stockholder does not own, beneficially or of record, any
equity securities of Sparks Energy. The Stockholder does not own any right to acquire any equity securities of Sparks Energy (except in
its capacity as a stockholder). The Stockholder has the right to vote (and provide consent in respect of, as applicable) the Subject Company
Stock and, except for this Agreement and the Merger Agreement, the Stockholder is not party to or bound by (i) any option, warrant, purchase
right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction
or waiver of any conditions precedent)) require the Stockholder to Transfer any of the Subject Company Stock or (ii) any voting trust,
proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Stock, in each case, that could reasonably
be expected to (x) impair the ability of the Stockholder to perform its obligations under this Agreement or (y) prevent, impede or delay
the consummation of any of the transactions contemplated by this Agreement.


 






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(f) There
is no Action pending or, to the Stockholder’s knowledge, threatened against the Stockholder that, if adversely decided or resolved,
would reasonably be expected to adversely affect the ability of the Stockholder to perform, or otherwise comply with, any of its covenants,
agreements or obligations under this Agreement in any material respect.


 


(g) The
Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted
its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition,
operations and prospects of, 10X and (ii) it has been furnished with or given access to such documents and information about 10X and its
respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with
respect to the execution, delivery and performance of this Agreement, the other Ancillary Agreements to which it is or will be a party
and the transactions contemplated hereby and thereby.


 


(h) In
entering into this Agreement and the other Ancillary Agreements to which it is or will be a party, the Stockholder has relied solely on
its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Agreements to which it
is or will be a party and no other representations or warranties of 10X or Merger Sub (including, for the avoidance of doubt, none of
the representations or warranties of 10X set forth in the Merger Agreement or any other Ancillary Agreement), any of their respective
Affiliates or any other Person, either express or implied, and the Stockholder, on its own behalf and on behalf of its Representatives,
acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary
Agreements to which it is or will be a party, none of 10X, Merger Sub, any of their respective Affiliates or any other Person makes or
has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Agreements
to which it is or will be a party or the transactions contemplated hereby or thereby.


 


4. Transfer of Subject
Securities. Except as expressly contemplated by the Merger Agreement or with the prior written consent of 10X (such consent to be
given or withheld in its sole discretion), from and after the date hereof, the Stockholder agrees not to (a) Transfer any of the Subject
Company Stock, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with
one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer
the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company
Stock, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For
purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage,
exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration,
whether voluntarily or involuntarily or by operation of law or otherwise). Notwithstanding the foregoing, the Stockholder may transfer
its Subject Company Stock (w) for Transfers which the net proceeds will be used to pay income tax obligations owed by the Stockholder,
as provided on a tax return or tax statement provided to 10X in form reasonably acceptable to 10X, subject to any such transferee signing
a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder, (x) to its Affiliates, (y) in the
case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member
of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified
domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution
upon death of such individual, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof
to the same extent as the Stockholder, or (z) to another Company Stockholder that is a party to an agreement with 10X and Sparks Energy
in form and substance substantially similar to this Agreement.


 






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5. Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the
earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) the amendment or modification
of the Merger Agreement without the Stockholder’s consent (1) to decrease the consideration payable under the Merger Agreement,
or (2) to change the form of merger consideration in a manner adverse to the Stockholder and (d) the effective date of a written agreement
of the parties hereto terminating this Agreement. Upon termination of this Agreement as provided in the immediately preceding sentence,
none of the Parties shall have any further obligations or liabilities under, or with respect to, this Agreement. Notwithstanding the
foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) shall
not affect any liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior
to such termination or Fraud, (ii) Section 2(b)(i) (solely to the extent that it relates to Section 8.04 (Confidentiality; Publicity)
of the Merger Agreement) and the representations and warranties set forth in Sections 3(g) and (h) shall each survive any
termination of this Agreement and (iii) Section 2(b)(ii) (solely to the extent that it relates to Section 6.04 (No Claim Against
the Trust Account) of the Merger Agreement) shall survive the termination of this Agreement pursuant to Section 5(b).


 


6. Fiduciary Duties.
Notwithstanding anything in this Agreement to the contrary, (a) the Stockholder makes no agreement or understanding herein in any capacity
other than in the Stockholder’s capacity as a record holder and beneficial owner of the Subject Company Stock, and not in the Stockholder’s
capacity as a director, officer or employee of Sparks Energy or any of Sparks Energy’s Subsidiaries and (b) nothing herein will
be construed to limit, prevent or affect any action or inaction by the Stockholder or any representative of the Stockholder serving in
its capacity as a member of the board of directors of Sparks Energy or any Subsidiary thereof or as an officer, employee or fiduciary
of Sparks Energy, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of Sparks Energy
or any Subsidiary thereof.


 


7. No Recourse.
Except for claims pursuant to the Merger Agreement or any other Ancillary Agreement by any party(ies) thereto against any other party(ies)
thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only
be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating
to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against Sparks
Energy, 10X or any Affiliate of 10X, and (b) none of Sparks Energy, 10X or any Affiliate of 10X shall have any liability arising out
of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with
respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations
made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements
or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof
or the transactions contemplated hereby.


 






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8. Notices. All
notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (a) when delivered
in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when
e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:


 


		(a)	If to 10X, to:



 


10x Capital Venture Acquisition Corp. III


1 World Trade Center, 85th Floor


New York, NY 10007


		Attn:	Hans Thomas



		E-mail:	hans@10xcapital.com



 


with a copy to:


 


Latham & Watkins LLP


99 Bishopsgate

London EC2M 3XF


United Kingdom


		Attn:	J. David Stewart



Ryan Maierson


		E-mail:	j.david.stewart@lw.com



ryan.maeirson@lw.com


 


		(b)	If to Stockholder, to:



 


Ottis J. Sparks


1370 Kirby Bridge Road


Danville, Alabama 35619


		E-mail:	jsparks@sparksinc.com



 


		(c)	If to Sparks Energy, to:



 


Sparks Energy, Inc.


1370 Kirby Bridge Road

Danville, Alabama 35619


		Attn:	J. Ottis Sparks



		E-mail:	jsparks@sparksinc.com



 


with a copy to:


 


Nelson Mullins LLP


101 Constitution Ave NW Ste 900


Washington, DC 20001


		Attn:	Andy Tucker, Esq.



		E-mail:	andy.tucker@nelsonmullins.com



 


or to such other address or addresses as the Parties may from time
to time designate in writing.


 


9. No Third Party
Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns
and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and permitted
assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement,
expressed or implied, is intended to or shall constitute the Parties acting as partners or participants in a joint venture.


 


10. Miscellaneous.
Sections 1.02 (Construction), 11.03 (Assignment), 11.06 (Governing Law), 11.07 (Captions; Counterparts), 11.09 (Entire Agreement), 11.10
(Amendments), 11.11 (Severability), 11.12 (Jurisdiction; Waiver of Trial by Jury), 11.13 (Enforcement) and 11.15 (Non-survival of Representations,
Warranties and Covenants) of the Merger Agreement are incorporated herein by reference and shall apply to this Agreement, mutatis
mutandis.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the Parties
have executed and delivered this Company Support Agreement as of the date first above written.


 


	 	10X CAPITAL VENTURE ACQUISITION CORP. III


 


	 	By:	/s/ Hans Thomas
	 	Name: 	Hans Thomas
	 	Title:	Chairman and Chief Executive Officer


 


[Signature Page to Company Support Agreement]


 






     


     


    

 


	 	STOCKHOLDER


 


	 	By:	/s/ Ottis J. Sparks
	 	Name: 	Ottis J. Sparks


 


[Signature Page to Company Support Agreement]


 






     


     


    

 





	 	Solely with respect to Section 1(a) hereto,
	 	 
	 	SPARKS ENERGY, INC.


 


	 	By:	/s/ Ottis J. Sparks
	 	Name: 	Ottis J. Sparks
	 	Title:	President


 


[Signature Page to Company Support Agreement]


 






     


     


    

 





SCHEDULE A


 


	Stockholder	 	Number of Shares
	Ottis J. Sparks	 	1,000


 






     


     


    

 


SCHEDULE B


 


None.