Exhibit 10.2


 


SPONSOR SUPPORT AGREEMENT


 


This SPONSOR VOTING AGREEMENT
(this “Agreement”), is entered into as of December 30, 2022 (the “Effective Date”),
by and among Liberty Fields, LLC, a Delaware limited liability company (“Sponsor”), Liberty Resources Acquisition
Corp., a Delaware corporation (“Liberty”), Liberty Onshore Energy B.V., a Dutch private limited liability company
(“PubCo”), and Markmore Energy (Labuan) Limited, a Malaysia limited liability company (“Markmore”).
Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined
below).


 


WHEREAS,
on December 15, 2022, Liberty, Markmore, and PubCo, and other parties entered into that certain Business Combination Agreement
(the “Business Combination Agreement”);


 


WHEREAS,
under the Business Combination Agreement, Liberty agreed to obtain Sponsor’s execution of this Agreement, and


 


WHEREAS, in accordance with
the Business Combination Agreement, Sponsor is executing and delivering this Agreement to Markmore and PubCo.


 


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


 


1.            Agreement
to Vote. Sponsor, with respect to the shares, hereby agrees (and agrees to execute such documents or certificates evidencing such
agreement as Liberty and/or Markmore may reasonably request in connection therewith) to vote at the Sponsor Special Meeting and any meeting
of the equity interest holders of Sponsor, and in any action by written consent of the equity interest holders of Sponsor, to approve
the Business Combination Agreement, all of the shares (a) in favor of the approval and adoption of the Business Combination Agreement,
the transactions contemplated by the Business Combination Agreement and this Agreement, (b) in favor of any other matter reasonably
necessary to the consummation of the transactions contemplated by the Business Combination Agreement and considered and voted upon by
the equity interest holders of Sponsor, (c) for the appointment, and designation of classes, of the members of the board of directors
and (d) against any action, agreement or transaction (other than the Business Combination Agreement or the transactions contemplated
thereby) or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of
Sponsor under the Business Combination Agreement or that would reasonably be expected to result in the failure of the transactions contemplated
by the Business Combination Agreement from being consummated. Sponsor acknowledges receipt and review of a copy of the Business Combination
Agreement.


 






     


     


    

 


2.            Transfer
of Shares. Sponsor agrees that it shall not, directly or indirectly, except as otherwise contemplated pursuant to the Business Combination
Agreement, (a) sell, assign, transfer (including by operation of law), redeem, lien, pledge, distribute, dispose of or otherwise
encumber any of the shares or otherwise agree to do any of the foregoing (unless the transferee agrees to be bound by this Agreement),
(b) deposit any shares into a voting trust, 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), redemption or other
disposition of any shares (unless the transferee agrees to be bound by this Agreement) or (d) take any action that would have the
effect of preventing or disabling Sponsor from performing its obligations hereunder.


 


3.            Waiver.
Sponsor hereby waives (and agrees to execute such documents or certificates evidencing such waiver as Liberty and/or Markmore may reasonably
request) any adjustment to the conversion ratio set forth in the certificate of incorporation (whether resulting from the transactions
contemplated hereby, by the Business Combination Agreement or by any other transaction consummated in connection with the transactions
contemplated hereby and thereby).


 


4.            Representations
and Warranties. Sponsor represents and warrants for and on behalf of itself to Liberty and Markmore as follows:


 


		a.	The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of
the transactions contemplated hereby do not and will not (i) conflict with or violate any law or order applicable to Sponsor, (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 organizational documents of Sponsor) or (iv) conflict with or result in a breach of or constitute a default under any
provision of Sponsor’s Organizational Documents.



 


		b.	Sponsor owns of record and has good, valid and marketable title to the shares free and clear of any lien
(other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organizational documents of Sponsor)
and has the sole power (as currently in effect) to vote and has the full right, power and authority to sell, transfer and deliver such
shares, and Sponsor does not own, directly or indirectly, any other shares.



 


		c.	Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement, and this
Agreement has been duly authorized, executed and delivered by Sponsor.



 


5.            Termination.
This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the termination
of the Business Combination Agreement in accordance with its terms; or (b) the mutual agreement of Markmore, the Sponsor and Liberty.
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.


 






     


     


    

 


6.            Miscellaneous.


 


		a.	Except as otherwise provided herein or in the Business Combination Agreement, 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 are consummated.



 


		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:



 


If to Sponsor, to:


 


Liberty Fields, LLC 


78 SW 7th Street, Suite 500 


Miami, Florida 3310

Attn: Garry Richard Stein 


E-mail: gstein888@yahoo.com


 


If to Liberty, to:


 


Liberty Resources Acquisition Corp. 


Suite 500, 78 SW 7th Street

Miami, Florida 33130 


Attn: Dato’ Maznah Binti Abdul Jalil

E-mail: jalilmash@yahoo.com


 


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


 


Nelson Mullins Riley & Scarborough LLP 


101 Constitution Ave NW, Suite 900 


Washington, DC 20001 


Attention: Andy Tucker 


Telephone: (202) 689-2987 


E-mail: andy.tucker@nelsonmullins.com


 






     


     


    

 


If to Markmore, to:


 


Markmore Energy Labuan Limited 


No. 43, The Boulevard, Mid Valley City, Lingkaran Syed
Putra, 59200, Kuala Lumpur, Malaysia

Email: abutalib@atsz.com.my


 


with
copies (which shall not constitute notice) to:


 


Caspi
Oil Gas LLC

10 Floor, Amangeldy st, 59A, 


Almaty 050012, Republic of Kazakhstan

Attn: Ahmad Khairy Yahya, member of Supervisory Board 


E-mail: khairy@markmore.com.my


 


If to PubCo, to:


 


Liberty Onshore Energy B.V.


 


c/o Markmore Energy Labuan Limited 


No. 43, The Boulevard, Mid Valley City, Lingkaran Syed
Putra, 59200, Kuala Lumpur, Malaysia

Email: abutalib@atsz.com.my


 


		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 affect 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.



 


		d.	This Agreement and the Business Combination 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). This Agreement may not be amended or modified in any respect,
except by a written agreement executed by all of the parties hereto.



 


		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.	The parties hereto agree that irreparable damage may occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or in equity. Each of the parties agrees that it shall not oppose the granting of an injunction,
specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the
other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or
equity. Any party seeking an injunction or injunctions to prevent breaches or threatened breaches of, or to enforce compliance with this
Agreement when expressly available pursuant to the terms of this Agreement shall not be required to provide any bond or other security
in connection with any such order.



 


		g.	This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed
by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All actions
arising out of or relating to this Agreement shall be heard and determined exclusively in any federal court located in the Southern District
of New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby
(i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to this
Agreement brought by any party hereto and (ii) irrevocably waives, and agrees 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 hereby may not be enforced in or by any Specified Court. Each party agrees that
a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other
action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery
of copies of such process to such party at the applicable address set forth in Section 6(b). Nothing in this Section 6(g) shall
affect the right of any party to serve legal process in any other manner permitted by applicable law.



 


		h.	This Agreement may be executed and delivered (including by 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.	Without further consideration, each party shall use commercially reasonable efforts to execute and deliver
or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably
necessary or desirable to consummate the transactions contemplated by this Agreement.



 


		j.	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 (j).



 


[Signature pages follow]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have hereunto caused this Sponsor Support Agreement to be duly executed as of the date hereof.


 


	LIBERTY 	 
	 	 	 
	LIBERTY RESOURCES ACQUISITION CORP.	 
	 	 	 
	By: 	/s/ Dato’ Maznah Binti Abdul Jalil 	 
	Name: 	Dato’ Maznah Binti Abdul Jalil	 
	Title: 	Chief Executive Officer	 
	 	 	 
	MARKMORE	 
	 	 	 
	MARKMORE ENERGY (LABUAN) LIMITED	 
	 	 	 
	By: 	/s/ Tan Sri Halim Saad	 
	Name:	Tan Sri Halim Saad	 
	Title:	Executive Chairman	 



 


	PUBCO	 
	 	 	 	 	 
	LIBERTY ONSHORE ENERGY B.V., 	 
	 	 	 	 	 
	 	By: 	Markmore Energy (Labuan) Limited, its Manager	 
	 	 	 	 	 
	 	 	By: 	/s/ Abu Talib bin Abdul Rahman	 
	 	 	Name: 	Abu Talib bin Abdul Rahman	 
	 	 	Title: 	Director	 





 


	SPONSOR	 
	 	 	 
	LIBERTY FIELDS, LLC	 
	 	 	 
	By: 	/s/ Garry Richard Stein 	 
	Name: 	Garry Richard Stein 	 
	Title: 	Manager