Exhibit 10.2


 


THE PROMISSORY NOTE (“NOTE”) HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount:  Up to $300,000	Dated as of June 30, 2021


 


Arogo Capital Acquisition
Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Koo Dom Investment
LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred
Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below. All payments
on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account
as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. 


 


		1.	Principal. The principal balance of this Note shall be
payable by the Maker on the earlier of: (i) October 31, 2021 or (ii) the date on which Maker consummates an initial public offering of
its securities. The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited
to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker
hereunder.



 


		2.	Interest. No interest shall accrue on the unpaid principal
balance of this Note.



 


		3.	Drawdown Requests. Maker and Payee agree that Maker may
request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably related to Maker’s initial public offering of its
securities. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) October 31, 2021 or (ii) the
date on which Maker consummates an initial public offering of its securities, upon written request from Maker to Payee (each, a “Drawdown
Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Five Thousand
Dollars ($5,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than five (5) business days after
receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred
Thousand Dollars ($300,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even
if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
Notwithstanding the foregoing, all payments shall be applied first to payment in full of any costs incurred in the collection of any
sum due under this Note, including (without limitation) reasonable attorneys’ fees, and then to the reduction of the unpaid principal
balance of this Note.



 


		4.	Application of Payments. All payments shall be applied
first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable
attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of
this Note.



 






     


     


    

 


		5.	Events of Default. The following shall constitute an
event of default (“Event of Default”):



 


		(a)	Failure to Make Required Payments. Failure by Maker
to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.



 


		(b)	Voluntary Bankruptcy, Etc. The commencement by Maker
of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or
the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of
any of the foregoing.



 


		(c)	Involuntary Bankruptcy, Etc. The entry of a decree
or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)
of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive days.



 


		6.	Remedies.



 


		(a)	Upon the occurrence of an Event of Default specified in Section
5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal
amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same
to the contrary notwithstanding.



 


		(b)	Upon the occurrence of an Event of Default specified in Sections
5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and
immediately become due and payable, in all cases without any action on the part of Payee.



 


		7.	Waivers. Maker and all endorsers and guarantors of, and
sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the
Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that
might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption
from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired
by Payee.



 


		8.	Unconditional Liability. Maker hereby waives all notices
in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability
shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees
that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s
liability hereunder.



 






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		9.	Notices. All notices, statements or other documents which
are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or
certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile
to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party
or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address
as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on
the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or
electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by
mail.



 


		10.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.



 


		11.	Severability. Any provision contained in this Note which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.



 


		12.	Trust Waiver. Notwithstanding anything herein to the
contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution
of or from the trust account to be established in which the proceeds of the initial public offering (the “IPO”)
to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants
to be issued in a private placement to occur prior to the closing of the IPO are to be deposited, as described in greater detail in the
registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.



 


		13.	Amendment; Waiver. Any amendment hereto or waiver of
any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.



 


		14.	Assignment. No assignment or transfer of this Note or
any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent
of the other party hereto and any attempted assignment without the required consent shall be void.



 


[Signature page follows]


 




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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the
day and year first above written.


 


	 	Arogo Capital Acquisition Corp.
	 	 	 
	 	By:	/s/ Suradech Taweesaengsakulthai
	 	 	Name: 	Suradech Taweesaengsakulthai
	 	 	Title:	 Chief Executive Officer


 






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AMENDMENT TO PROMISSORY NOTE


 


	Principal
    Amount: Up to $300,000	Dated as of October 26, 2021


 


THIS AMENDMENT TO THE PROMISSORY NOTE (the
“Agreement”), dated as of October 26, 2021 is made by and between Arogo Capital Acquisition Corp., a Delaware corporation
and blank check company (the “Maker”) and Koo Dom Investment LLC or its registered assigns or successors in interest
(the “Payee”) (each a "Party" and collectively the "Parties").


 


WHEREAS, the Maker
entered into a Promissory Note agreement with the Payee on June 30, 2021 to pay to the Payee, the principal sum of up to Three Hundred
Thousand Dollars ($300,000) in lawful money of the United States of America;


 


WHEREAS, the Promissory
Note’s terms and conditions require the Company to pay the principal balance of the Promissory Note on the earlier of (i) October
31, 2021 or (ii) the date on which the Company consummates an initial public offering of its securities (the “IPO”),
and limit the initial drawdown requests to the earlier of (i) October 31, 2021 or (ii) the date on which the Company consummates an IPO.


 


WHEREAS, the Parties
agree to enter into an Amendment to the Note to (a) extend the time to allow the Company to pay the principal balance of the Note to the
earlier of (i) February 28, 2022 or (ii) the date on which the Company consummates an IPO and to similarly (b) extend the time for the
initial drawdown requests to the earlier of (i) February 28, 2022 or (ii) the date on which the Company consummates an IPO.

 


WHEREAS, the Maker
and Payee desire to amend the Promissory Note to the terms and conditions stated herein;


 


NOW THEREFORE, for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


 


	1.		Principal. The principal balance of this Note shall
be payable by the Maker on the earlier of: (i) February 28, 2022 or (ii) the date on which Maker consummates an initial public offering
of its securities. The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited
to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker
hereunder.



 


	2.		Interest. No interest shall accrue on the unpaid principal
balance of this Note.



 


	3.		Drawdown Requests. Maker and Payee agree that Maker
may request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably related to Maker’s initial public offering of
its securities. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) February 28, 2022 or (ii)
the date on which Maker consummates an initial public offering of its securities, upon written request from Maker to Payee (each, a “Drawdown
Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Five Thousand
Dollars ($5,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than five (5) business days after
receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred
Thousand Dollars ($300,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even
if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
Notwithstanding the foregoing, all payments shall be applied first to payment in full of any costs incurred in the collection of any
sum due under this Note, including (without limitation) reasonable attorneys’ fees, and then to the reduction of the unpaid principal
balance of this Note.



 




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	4.		Application of Payments. All payments shall be applied
first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable
attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of
this Note. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this
Note.



 


	5.		Events of Default. The following shall constitute
an event of default (“Event of Default”):



 


(a)
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified above.


 


(b)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it
of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking
of corporate action by Maker in furtherance of any of the foregoing.


 


(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect
of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.


 


	6.		Remedies.



 


(a)
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)
Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of Payee.


 


	7.		Waivers. Maker and all endorsers and guarantors of,
and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to
the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption
from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired
by Payee.



 




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	8.		Unconditional Liability. Maker hereby waives all notices
in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability
shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees
that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s
liability hereunder.



 


	9.		Notices. All notices, statements or other documents
which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered
or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile
to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party
or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address
as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on
the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or
electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by
mail.



 


	10.		Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.



 


	11.		Severability. Any provision contained in this Note
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.



 


	12.		Trust Waiver. Notwithstanding anything herein to the
contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution
of or from the trust account to be established in which the proceeds of the initial public offering (the “IPO”)
to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants
to be issued in a private placement to occur prior to the closing of the IPO are to be deposited, as described in greater detail in the
registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.



 


	13.		Amendment; Waiver. Any amendment hereto or waiver
of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.



 


	14.		Assignment. No assignment or transfer of this Note
or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent
of the other party hereto and any attempted assignment without the required consent shall be void.



 


[Signature page follows]


 




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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the
day and year first above written.


 


	 	Arogo Capital Acquisition Corp.
	 	 	 
	 	By:	/s/ Suradech Taweesaengsakulthai
	 	 	Name: 	 Suradech Taweesaengsakulthai
	 	 	Title: 	Chief Executive Officer


 


 


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