AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 26th, 2022 • Arogo Capital Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (as may be amended from time to time, this “Agreement”) is made and entered into as of April 25, 2022 by and among (i) Arogo Capital Acquisition Corp., a company incorporated in Delaware (together with its successors, the “Purchaser” or “Arogo ”), (ii) Arogo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Koo Dom Investment, LLC, a Delaware limited liability company in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) EON Reality, Inc., a California corporation, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • April 26th, 2022 • Arogo Capital Acquisition Corp. • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) has been executed, and is effective as of the Closing Date, by and between Eon Reality, Inc, a California corporation (the “Company”) and key management and certain significant Company Stockholders (as defined in the Merger Agreement (as defined below)) (the “Subject Party”), in favor of and for the benefit of Arogo Capital Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), and each of the Purchaser’s Affiliates (as defined in the Merger Agreement), successors, and direct and indirect Subsidiaries (as defined in the Merger Agreement) (collectively with the Purchaser, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2022 • Arogo Capital Acquisition Corp. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●] 2022 by and among (i) Arogo Capital Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) and the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively the “Investors”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • April 26th, 2022 • Arogo Capital Acquisition Corp. • Blank checks • Delaware
This VOTING AGREEMENT, dated as of April 25, 2022 (this “Agreement”), by and among the Arogo Capital Acquisition Corp., a Delaware corporation (the “Purchaser”), Eon Reality, Inc., a California corporation (the “Company”), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Stockholder” and, collectively, the “Company Stockholders”).
PURCHASER SUPPORT AGREEMENTPurchaser Support Agreement • April 26th, 2022 • Arogo Capital Acquisition Corp. • Blank checks • Delaware
This PURCHASER SUPPORT AGREEMENT, dated as of April 25, 2022 and effective as of the Closing Date (this “Agreement”), by and among Koo Dom Investment, LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”), Arogo Capital Acquisition Corp., a Delaware corporation (“Purchaser”), and Eon Reality, Inc., a California corporation (the “Company” or “Seller Representative”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
EON Reality, Inc. LOCK-UP AGREEMENTLock-Up Agreement • April 26th, 2022 • Arogo Capital Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] by and among (i) EON Reality, Inc., a California corporation (together with its successors, the “Company”), (ii) Arogo Capital Acquisition Corp., a Delaware special purpose acquisition company (the “Purchaser”), (iii) Koo Dom Investment, LLC, a Delaware limited liability company in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined in the Merger Agreement) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of Merger Agreement (the, “Purchaser Representative”), and (iv) security holders of the company (the “Company Securities Holders”). Capitalized terms used but not defined in this Agreement will have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • April 26th, 2022 • Arogo Capital Acquisition Corp. • Blank checks • Delaware
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of [●], by and between Arogo Capital Acquisition Corp., a Delaware corporation (“Purchaser”), Koo Dom Investment LLC, a Delaware limited liability company as the purchaser representative (“Purchaser Representative”, and together with the Purchaser, the “Purchaser Parties”) on one hand, and Eon Reality, Inc., a California corporation in its capacity as the seller representative (“Seller Representative”) and Eon Reality, Inc., a California corporation and its Affiliates and Subsidiaries (“Company”, and together with Seller Representative, the “Company Parties”), on the other hand.
