Exhibit 10.1


 


[     ], 2021


 


Arogo Capital Acquisition Corp.


848 Brickell Avenue,


Penthouse 5,


Miami, FL 33131.


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


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 11,500,000 of the Company’s units
(including up to 1,500,000 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-half of 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 registration
statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission
(the “Commission”) and the Units have been approved to be listed on the Nasdaq Capital Market. Certain capitalized terms used
herein are defined in paragraph 11 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Koo Dom Investment LLC (the “Sponsor”) and each
of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1. The
Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of
any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder
approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it,
he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 


2. The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 12 months
from the closing of the Public Offering (or 15 months if the Company has filed a proxy statement, registration statement or similar filing
for an initial business combination within 12 months from the consummation of this offering but has not completed the initial business
combination within such 12-month period, or up to 21 months if the Company extends the period of time to consummate a business combination,
as described in more detail in the Prospectus) or such later period approved by the Company’s stockholders in accordance with the
Company’s amended and restated certificate of incorporation, the Sponsor and each Insider shall take all reasonable steps to cause
the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units in
the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares,
which redemption will completely extinguish all Public Stockholders’ rights as stockholders of the Company (including the right
to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve
and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Company’s amended and restated
certificate of incorporation that would modify (i) the substance or timing of the Company’s obligation to redeem 100% of the Offering
Shares if the Company does not complete a Business Combination within 12 months from the closing of the Public Offering (or 15 months
if the Company has filed a proxy statement, registration statement or similar filing for an initial business combination within 12 months
from the consummation of this offering but has not completed the initial business combination within such 12-month period, or up to 21
months if the Company extends the period of time to consummate a business combination, as described in more detail in the Prospectus)
or (ii) the other provisions relating to stockholders’ rights or pre-initial business combination activities, unless the Company
provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be
net of amounts released for payment of taxes) divided by the number of then outstanding Offering Shares. The Sponsor and each Insider
agree to waive its redemption rights with respect to shares of Capital Stock owned by it in connection with a stockholder vote to approve
an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 12 months from the closing
of the Public Offering (or 15 months if the Company has filed a proxy statement, registration statement or similar filing for an initial
business combination within 12 months from the consummation of this offering but has not completed the initial business combination within
such 12-month period, or up to 21 months if the Company extends the period of time to consummate a business combination, as described
in more detail in the Prospectus) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity.


 






     


     


    

 


Each of the Sponsor and each
Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account
or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or
her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any
redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation,
any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer
made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled
to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business
Combination within 12 months from the date of the closing of the Public Offering (or 15 months if the Company has filed a proxy statement,
registration statement or similar filing for an initial business combination within 12 months from the consummation of this offering but
has not completed the initial business combination within such 12-month period, or up to 21 months if the Company extends the period of
time to consummate a business combination , as described in more detail in the Prospectus)).


 


3. During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider
shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any
Units, shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock
owned by it, him or her, (ii) 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 Units, shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in
cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this
paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service
at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two
business days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver
is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described
in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


4. In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other stockholders,
members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage
and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as
a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered or products
sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality
or other similar agreement for a Business Combination (a “Target”); provided, however, that such indemnification of the Company
by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than
the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the
Trust Account to below (i) $10.10 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in
the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case,
net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims
by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to
any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not
be responsible to the extent of any liability for such third-party claims. The Sponsor shall have the right to defend against any such
claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the
claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 


5. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units within 45
days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to the product of 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000 minus
the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which
is 1,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock after
the Public Offering (excluding the Private Placement Shares).


 






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6. The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the
event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a), 7(b), and 9 of
this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and
each Insider agrees that it or he shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until
the earlier of (A) six months after the date of the Company’s initial Business Combination or (B) subsequent to the Company’s
initial Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period following the consummation of the Company’s initial Business Combination, or (y) the date on which the
Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our
stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Founder Shares
Lock-up Period”).


 


(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares, the Private
Placement Warrants or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after
the completion of the initial Business Combination (the “Private Placement Units Lock-up Period”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement Units, Private Placement Shares,
Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants
or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph
7(c)), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers
or directors or any members of the Sponsor or any affiliates of the Sponsor; (b) 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; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which
the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business
Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however, that
in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating
to voting, the Trust Account and liquidating distributions).


 


8. Each
of the Sponsor and the Insiders represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is
true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Sponsor
and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant
in any such criminal proceeding. The Company represents and warrants that, to its knowledge, (i) none of its advisors has been suspended
or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked, (ii) each advisor’s biographical information furnished to the Company (including any such information
included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to such advisor’s
background and each advisor’s questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its advisors
is subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; and (iii) none of its advisors has been convicted
of, or pleaded guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of another person,
or (z) pertaining to any dealings in any securities and none of its advisors is currently a defendant in any such criminal proceeding.


 






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9. (a) Except as disclosed
in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent to the consummation
of the Public Offering (which will be disclosed in the Company’s other filings with the Securities and Exchange Commission), neither
the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any affiliate thereof shall
receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other
compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial
Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the
proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to
an aggregate of $300,000 made to the Company by Koo Dom Investment LLC; reimbursement for any out-of-pocket expenses related to identifying,
investigating and consummating an initial Business Combination; payment to an affiliate of the Sponsor of $10,000 per month, for up to
18 months, for office space, utilities and secretarial and administrative support; and repayment of non-interest bearing loans, if any,
and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s officers or
directors to finance transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does
not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company
to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans
may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination.
The units would be identical to the Private Placement Units. Additionally, up to $1,000,000 (or $1,500,000 if the underwriters’
over-allotment option is exercised in full) may be loaned by the Sponsor to fund up to two three-month extensions on the period of time
in which the Company has to consummate a Business Combination. Such loans may be convertible into units at a price of $10.00 per unit,
which units would be identical to the Private Placement Units.


 


10. Each
of the Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable,
to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus
as an officer and/or a director of the Company.


 


11. As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively,
the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 2,875,000 shares of the Company’s Class
B common stock, par value $0.0001 per share, initially held by the Sponsor (up to 375,000 Shares of which are subject to complete or partial
forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriters); (iv) “Initial Stockholders”
shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement Shares”
shall mean the 427,775 shares of Common Stock comprising the Private Placement Units (or up to 472,775 shares of Common Stock if the over-allotment
option is exercised in full); (vi) “Private Placement Units” shall mean the 427,775 units to be purchased by the Sponsor,
or up to 472,225 units if the over-allotment option is exercised in full, each comprised of one share of Common Stock and one warrant
to purchase one share of Common Stock, that the Sponsor has agreed to purchase for an aggregate purchase price of $4,277,750 (or up to
$4,727,750 if the over-allotment option is exercised in full), or purchase price of $10.00 per Private Placement Unit, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (vii) “Private Placement Warrants” shall mean
the Warrants to purchase up to 213,887 shares of Common Stock (or up to 236,387 shares of Common Stock if the over-allotment option is
exercised in full) comprising the Private Placement Units; (viii) “Public Stockholders” shall mean the holders of securities
issued in the Public Offering; (ix) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of
the Public Offering and the sale of the Private Placement Units shall be deposited; and (x) “Transfer” shall mean the (a)
sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).


 






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12. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they
relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by all parties hereto.


 


13. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


14. Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15. This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


16. This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17. This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


18. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile transmission.


 


19. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by February, 28,
2022; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 



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	 	Sincerely,
	 	 
	 	Arogo Capital Acquisition Corp.


 


	 	By:	                     
	 	Name: Suradech Taweesaengsakulthai
	 	Title: Chief Executive Officer


 


	 	By:	 
	 	 	H.R.H. Tunku Naquiyuddin ibni Tuanku Ja'afar


 


	 	By:	 
	 	 	Somnuek Anakwat


 


	 	By:	 
	 	 	J. Gerald Combs


 


	 	By:	 
	 	 	Name: Koo Dom Investment LLC
	 	 	By: Cho Thavee PCL


 


[Signature Page to Letter Agreement]


 


 


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