Exhibit
10.3


 


SPONSOR
SUPPORT AGREEMENT


 


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).


 


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 Stockholder owns the number of shares of common stock, par value $0.0001, of Parent set forth on Exhibit
A (all such shares, and/or any successor shares of Parent (including, upon the effectiveness of the Redomestication Merger, any shares
of Purchaser issued in exchange therefor) of which ownership of record or the power to vote is hereafter acquired by the Stockholder
prior to the termination of this Agreement being referred to herein as the “Shares”); and


 


WHEREAS,
in order to induce the Company to enter into the Merger Agreement, each Stockholder is executing and delivering this Agreement to the
Company.


 


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.
Agreement to Vote. 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 with Section 11.1 thereof (the “Expiration Time”), each Stockholder, with respect to its
Shares, hereby irrevocably agrees to (1) appear at any meeting of the stockholders of Parent (a “Parent Stockholders’
Meeting”) in person or proxy or otherwise cause the Shares to be counted as present thereat for the purpose of establishing
a quorum, and (2) vote, or cause to be voted or consented at a Parent Stockholders’ Meeting, or in any action by written consent
of the stockholders, all of the Shares owned as of the record date for such meeting (a) in favor of the approval and adoption of the
Merger Agreement and the transactions contemplated thereby, (b) in favor of any other matter reasonably necessary to the consummation
of the transactions contemplated by the Merger Agreement and considered and voted upon at any Parent Stockholders’ Meeting, (c)
in favor of the approval of the Parent Party Shareholder Approval Matters (as defined in the Merger Agreement), (d) against the approval
of any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than
the Merger Agreement and the transactions contemplated thereby), or against any proposal, action or agreement that would (i) impede,
frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Redomestication Merger or the Acquisition Merger,
(ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent, Purchaser
or Merger Sub under the Merger Agreement, or (iii) result in any of the conditions set forth in Article X of the Merger Agreement not
being fulfilled, and (e) against any amendment of the organizational documents of Parent or any change in Parent’s capitalization,
corporate structure or business other than as contemplated by the Merger Agreement. Each Stockholder acknowledges receipt and review
of a copy of the Merger Agreement. The obligations of each Stockholder specified in this Section 1 shall apply whether or not the Redomestication
Merger or the Acquisition Merger or any action described above is recommended by Parent’s Board of Directors.


 




    	 



     


    

 


Each
Stockholder hereby irrevocably agrees that it shall not commit or agree to take any action inconsistent with the foregoing.


 


2.
Redemptions Rights; Waiver Conversion Ratios.
Each Stockholder irrevocably agrees that it will (i) not exercise its right to redeem all or a portion of such Stockholder’s Shares
(in connection with the transactions contemplated by this Agreement or the Merger Agreement or otherwise) as set forth in the organizational
documents of Parent and (ii) waive any adjustment to the conversion ratio set forth in Parent’s organizational documents.


 


3.
Transfer of Shares. Until the Expiration Time,
each Stockholder irrevocably agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of
law), allow the creation of a lien, pledge, distribute, dispose of or otherwise encumber any of the Shares, either voluntarily or involuntarily
(collectively, “Transfer”), or otherwise agree or offer to do any of the foregoing, (b) deposit any Shares into a
voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent
with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition
or sale, assignment, transfer (including by operation of law) or other disposition of any Shares, (d) establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any
Shares, (e) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Share, (f) take any action that would have the effect of preventing or disabling Stockholder from performing its
obligations hereunder or (g) publicly announce any intention to effect any transaction specified in this Section 3; provided, that, Transfers
by Stockholder are permitted to an Affiliate or to a direct or indirect owner of equity or other interest in such Stockholder (a “Permitted
Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer,
the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations
of the Stockholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this
Section 3 shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 3 with
respect to the Stockholder’s Shares shall be null and void.


 




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4.
Representations and Warranties. Each Stockholder,
severally and not jointly, represents and warrants for and on behalf of itself to the Company as follows:


 


(a)
The execution, delivery and performance by Stockholder
of this Agreement and the consummation by Stockholder of the transactions contemplated hereby do not and will not (i) conflict with or
violate any Law applicable to Stockholder, (ii) require any consent, approval or authorization of, declaration, filing or registration
with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement
or transfer restrictions under applicable securities laws or the organization documents of Stockholder), or (iv) conflict with or result
in a breach of or constitute a default under any provision of Stockholder’s organizational documents.


 


(b)
Stockholder is the only record and a beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares free and clear of
any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) and has the sole
power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of
the Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement. Stockholder has the full right,
power and authority to sell, transfer and deliver such Shares, and Stockholder does not own, directly or indirectly, any other Shares,
other than Parent warrants held by Stockholder (if any).


 


(c)
Stockholder is a natural person or a legal entity duly
organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its
organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement
or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that
this Agreement has been duly authorized, executed and delivered by Stockholder. This Agreement, assuming due authorization, execution
and delivery hereof by the Company and Parent, constitutes a legal, valid and binding obligation of Stockholder in accordance with its
terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other
similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles).


 


(d)
As of the date of this Agreement, there is no action,
proceeding or, to the Stockholder’s knowledge, investigation pending against the Stockholder or, to the knowledge of the Stockholder,
threatened against the Stockholder that questions the beneficial or record ownership of the Stockholder’s Shares, the validity
of this Agreement or the performance by the Stockholder of its obligations under this Agreement.


 


(e)
Stockholder understands and acknowledges that the Company
is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.


 


(f)
Stockholder 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.


 




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(g)
No investment banker, broker, finder or other intermediary
is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Parent, Purchaser,
Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by
or, to the knowledge of the Stockholder, on behalf of the Stockholder.


 


5.
New Shares. In the event that, during the period
commencing on the date hereof and ending at the Expiration Time, (a) any Shares are issued to Stockholder after the date of this Agreement
pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Shares or otherwise, (b)
a Stockholder purchases or otherwise acquires beneficial ownership of any Shares, or (c) a Stockholder acquires the right to vote or
share in the voting of any Shares (collectively the “New Securities”), then such New Securities acquired or purchased
by such Stockholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Shares owned by such
Stockholder as of the date hereof.


 


6.
No Challenges. Each Stockholder 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 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.


 


7.
Termination. This Agreement and the obligations
of Stockholder under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of
the Merger Agreement in accordance with its terms; and (c) the mutual agreement of the Company and Parent. Upon termination or expiration
of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination
or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination.


 


8.
Miscellaneous.


 


(a)
Except as otherwise provided herein or in the Merger
Agreement or any other transaction document, all costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby or thereby are
consummated.


 




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(b)
All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by
telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8(b)):


 


If
to Stockholder:


 


To
such Stockholder’s address set forth in Exhibit A.


 


with
copies 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


 


If
to the Company, to:


 


Environmental
Solutions Group 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 N.W.


Washington
D.C. 20006-3434


Attention:
Mark I. Gruhin


Email:
mark.gruhin@saul.com


 


If
to Parent or Purchaser, to:


 


Genesis
Unicorn Capital Corp.


281
Witherspoon Street, Suite 120


Princeton,
NJ, 08540


Attention:
Adeoye Olukotun


Email:
samuel.lui@genesisunicorn.com


 


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


 


Loeb
& Loeb LLP


345
Park Avenue, 19th Floor


New
York, NY 10154


Attention:
Mitchell S. Nussbaum, Esq.


Email:
mnussbaum@loeb.com


 


(c)
If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated
as originally contemplated to the fullest extent possible.


 




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(d)
This Agreement and the Merger Agreement constitute the
entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both
written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned
(whether pursuant to a merger, by operation of law or otherwise).


 


(e)
This Agreement shall be binding upon and inure solely
to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


(f)
This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that State without giving
effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws
of another jurisdiction. All actions, suits or proceedings (collectively, “Action”) arising out of or relating to
this Agreement shall be heard and determined exclusively in any federal or state court having jurisdiction within the State of New York.
The parties hereto hereby (i) submit to the exclusive jurisdiction of federal or state courts within the State of New York for the purpose
of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to
assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of
the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient
forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced
in or by any of the above-named courts.


 


(g)
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.


 


(h)
This Agreement may be executed and delivered (including
by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and
the same agreement.


 


(i)
Each Stockholder shall execute and deliver, or cause
to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all
things reasonably necessary (including under applicable Laws), or reasonably requested by Parent or the Company, to effect the actions
and consummate the Merger and the other transactions contemplated by this Agreement and the Merger Agreement (including the transactions
contemplated hereby and thereby), in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.


 




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(j)
This Agreement may not be amended, changed, supplemented,
waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Parent, the Company
and each Stockholder.


 


(k)
This Agreement shall not be effective or binding upon
Stockholder until such time as the Merger Agreement is executed by each of the parties thereto.


 


(l)
If, and as often as, there are any changes in Parent
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 Agreement as may be required
so that the rights, privileges, duties and obligations hereunder shall continue with respect to Stockholder and the Shares as so changed.


 


(m)
Each of the parties hereto hereby waives to the fullest
extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising
out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney
of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce
that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the
transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Paragraph (m).


 


(n)
Stockholder hereby authorizes Parent and the Company
to publish and disclose in any disclosure required by the United States Securities and Exchange Commission the Stockholder’s identity
and beneficial ownership of the Shares and the nature of the Stockholder’s obligations under this Agreement.


 


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


 


	 	STOCKHOLDERS:
	 	 	 
	 	GENESIS UNICORN CAPITAL, LLC
	 	 	 
	 	By:	/s/
    Samuel Lui
	 	Name: 	Samuel Lui
	 	Title:	Sole Member
	 	 	 
	 	 	/s/ Samuel Lui
	 	Name: 	Samuel Lui
	 	 	 
	 	 	/s/ Adeoye Olukotun
	 	Name: 	Adeoye Olukotun
	 	 	 
	 	 	/s/ Niel Starksen
	 	Name: 	Niel Starksen
	 	 	 
	 	 	/s/ Juan Fernandez Pascual
	 	Name: 	Juan Fernandez Pascual
	 	 	 
	 	 	/s/ Grainne Coen
	 	Name: 	Grainne Coen
	 	 	 
	 	 	/s/ Ernest Fong
	 	Name: 	Ernest Fong
	 	 	 
	 	 	/s/ Chung Fan Cheng
	 	Name: 	Chung Fan Cheng
	 	 	 
	 	 	/s/ Teck-Yong Heng
	 	Name: 	Teck-Yong Heng













 


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



 


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

	 	Title:	President
                                            & CFO



 





Signature Page to Sponsor Support Agreement


 




    	 



     


    

 


Exhibit
A


 


Stockholders


 


	Stockholder	 	Number
    of Shares of 

Common Stock	 	Address
    for Notices
	Genesis
    Unicorn Capital, LLC 	 	377,331
shares of Class A common stock

    
	 	281
    Witherspoon Street, Suite 120, Princeton, New Jersey 08540 
	 	 	1,953,250
    shares of Class B common stock	 	 
	Samuel
    Lui	 	377,331
shares of Class A common stock 

    
	 	281
    Witherspoon Street, Suite 120, Princeton, New Jersey 08540 
	 	 	1,953,250
    shares of Class B common stock	 	 
	Adeoye
    Olukotun	 	30,000
    shares of Class B common stock 	 	281
    Witherspoon Street, Suite 120, Princeton, New Jersey 08540 
	Niel
    Starksen	 	20,000
    shares of Class B common stock	 	281
    Witherspoon Street, Suite 120, Princeton, New Jersey 08540 
	Juan
    Fernandez Pascual	 	20,000
    shares of Class B common stock 	 	281
    Witherspoon Street, Suite 120, Princeton, New Jersey 08540 
	Grainne
    Coen	 	30,000
    shares of Class B common stock 	 	281
    Witherspoon Street, Suite 120, Princeton, New Jersey 08540 
	Ernest
    Fong	 	30,000
    shares of Class B common stock	 	281
    Witherspoon Street, Suite 120, Princeton, New Jersey 08540
	Chung
    Fan Cheng	 	25,000
    shares of Class B common stock	 	281
    Witherspoon Street, Suite 120, Princeton, New Jersey 08540
	Teck-Yong
    Heng	 	25,000
    shares of Class B common stock	 	281
    Witherspoon Street, Suite 120, Princeton, New Jersey 08540