9,000,000 Units Arogo Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2021 • Arogo Capital Acquisition Corp. • Blank checks • New York
The undersigned, Arogo Capital Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you”, “EF Hutton”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENT AROGO CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 30th, 2021 • Arogo Capital Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of December 23, 2021, between Arogo Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
AROGO CAPITAL ACQUISITION CORP.Arogo Capital Acquisition Corp. • September 3rd, 2021 • New York
This agreement (the “Agreement”) is entered into on June 30, 2021 by and between Koo Dom Investment, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Arogo Capital Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 30th, 2021 • Arogo Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2021, between Arogo Capital Acquisition Corp., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • Arogo Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2021, is made and entered into by and among Arogo Capital Acquisition Corp., a Delaware corporation (the “Company”), Koo Dom Investment LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2021 • Arogo Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 23, 2021 by and between Arogo Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
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”).
Arogo Capital Acquisition Corp. Penthouse 5, Miami, FL 33131. Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 30th, 2021 • Arogo Capital Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Arogo Capital Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 10,350,000 of the Company’s units (including up to 1,350,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a re
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”).
Arogo Capital Acquisition Corp.Arogo Capital Acquisition Corp. • December 30th, 2021 • Blank checks • New York
This letter agreement by and between Arogo Capital Acquisition Corp. (the “Company”) and Koo Dom Investment LLC (“Koo Dom”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Arogo Capital Acquisition Corp.Arogo Capital Acquisition Corp. • September 3rd, 2021 • New York
This letter agreement by and between Arogo Capital Acquisition Corp. (the “Company”) and Koo Dom Investment LLC (“Koo Dom”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
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).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 7th, 2022 • Arogo Capital Acquisition Corp. • Blank checks • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER is entered into as of October 6, 2022 (this “Amendment”), by and among Arogo Capital Acquisition Corp. (the “Purchaser”), Koo Dom Investment, LLC (the “Purchaser Representative”), EON Reality, Inc. (the “Company”) and EON Reality, Inc., in the capacity of Seller Representative (the “Seller Representative”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 14th, 2023 • Arogo Capital Acquisition Corp. • Services-prepackaged software
This Amendment No. 2 (this “Amendment”), dated as of September 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Arogo Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FIRST AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2023 • Arogo Capital Acquisition Corp. • Services-prepackaged software
This Amendment No. 1 (this “Amendment”), dated as of , 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Arogo Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
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.
