Exhibit 10.2


 


NON-COMPETITION AND NON-SOLICITATION AGREEMENT


 


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.


 


WHEREAS, on April 25,
2022, (i) the Purchaser, (ii) Arogo Merger Sub, Inc., Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger
Sub”), (iii) Koo Dom Investment, LLC, a Delaware limited liability company (the “Purchaser Representative”),
(iv) the Company, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below)
as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”)
and (v) the Company, entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms
thereof, the “Merger Agreement”), pursuant to which the parties thereto intend to effect the merger of Merger
Sub with and into the Company, with the Company continuing as the surviving entity (the “Merger”);


 


WHEREAS, as of the
Closing Date, the Company, directly and indirectly through its subsidiaries, is engaged in the business of designing, developing, and
marketing Virtual and Augmented Reality software as service (SaaS) products (the “Business”);


 


WHEREAS, in connection
with, and as a condition to the consummation of the Merger and the other transactions contemplated thereby (the “Transactions”),
and to enable the Purchaser to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill
and confidential information of the Company, the Purchaser has required that the Subject Party enter into this Agreement;


 


WHEREAS, the Subject
Party is entering into this Agreement in order to induce the Purchaser to consummate the Transactions, pursuant to which the Subject Party
will directly or indirectly receive a material benefit; and


 


WHEREAS, the Subject
Party, as a former key management or stockholder of the Company, has contributed to the value of the Company and has obtained extensive
and valuable knowledge and confidential information concerning the business of the Company.


 


NOW, THEREFORE, in
order to induce the Purchaser to consummate the Transactions, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Subject Party hereby agrees as follows:


 


1. Restriction
on Competition.


 


(a) Restriction.
The Subject Party hereby agrees that during the period from the Closing until the five (5) year anniversary of the Closing Date (the “Termination
Date,” and such period from the Closing until the Termination Date, the “Restricted Period”),
the Subject Party will not, and will cause its Affiliates not to, without the prior written consent of the Purchaser (which may be withheld
in its sole discretion), (i) anywhere in the United States and (ii) in any other jurisdictions in which the Covered Parties are engaged,
or are actively contemplating to become engaged, in the Business as of the Closing Date or during the Restricted Period (clauses (i) and
(ii), collectively, the “Territory”), directly or indirectly engage in the Business (other than through a Covered
Party) or own, manage, finance, or control, or participate in the ownership, management, financing, or control of, or become engaged or
serve as an officer, director, member, partner, employee, agent, consultant, advisor, or representative of, a business or entity (other
than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the Subject
Party and its Affiliates may (i) own passive investments of no more than two percent (2%) of any class of outstanding equity interests
in a Competitor that is publicly traded, so long as the Subject Party and its Affiliates and immediate family members are not involved
in the management or control of such Competitor, (ii) work for or advise a division, entity or subgroup of any entity that engages in
the Business so long as such division, entity or subgroup does not engage in the Business and, (iii) with respect to a Subject Party whose
principal occupation is as a professional service provider (e.g. as an attorney or accountant), providing such professional services (e.g.
legal or accounting services) to any Person or entity (“Permitted Activity”).


 






     


     


    

 


(b) Acknowledgment.
The Subject Party acknowledges and agrees, that (i) the Subject Party possesses knowledge of confidential information of the Company and
the Business, (ii) the Subject Party’s execution of this Agreement is a material inducement to the Purchaser to consummate the Transactions
and to realize the goodwill of the Company, for which the Subject Party and/or its Affiliates will receive a substantial direct or indirect
financial benefit, and that the Purchaser would not have entered into the Merger Agreement or consummated the Transactions but for the
Subject Party’s agreements set forth in this Agreement, (iii) it would substantially impair the goodwill of the Company and materially
reduce the value of the assets of the Company and cause serious and irreparable injury if the Subject Party were to use its ability and
knowledge by engaging in the Business in competition with a Covered Party, and/or to otherwise breach the obligations contained herein
and that the Covered Parties would not have an adequate remedy at law because of the unique nature of the Business, (iv) the Subject Party
and its Affiliates have no intention of engaging in the Business (other than through the Covered Parties) during the Restricted Period
other than through Permitted Activity, (v) the relevant public policy aspects of restrictive covenants, covenants not to compete, and
non-solicitation provisions have been discussed, and every effort has been made to limit the restrictions placed upon the Subject Party
to those that are reasonable and necessary to protect the Covered Parties’ legitimate interests, (vi) the Covered Parties conduct
and intend to conduct the Business everywhere in the Territory and compete with other businesses that are or could be located in any part
of the Territory, (vii) the foregoing restrictions on competition are fair and reasonable in type of prohibited activity, geographic area
covered, scope, and duration, (viii) the consideration provided to the Subject Party under this Agreement and the Merger Agreement is
not illusory, and (ix) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests
of the Covered Parties.


 


2. No
Solicitation; No Disparagement.


 


(a) No
Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party will not,
and will not permit its Affiliates to, without the prior written consent of the Purchaser (which may be withheld in its sole discretion),
either on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject
Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor,
consultant, or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage, or otherwise knowingly cause (or attempt
to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant, or independent contractor)
of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and
any Covered Party; provided, however, the Subject Party and its Affiliates will not be deemed to have violated this Section
2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from the Subject Party or any of its Affiliates
by responding to a general advertisement or solicitation program conducted by or on behalf of the Subject Party or any of its Affiliates
(or such other Person whom any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally,
so long as such Covered Personnel are not hired. For purposes of this Agreement, “Covered Personnel” shall mean
any Person who is or was an employee, consultant, or independent contractor of the Covered Parties, as of the Closing Date, at any time
during the Restricted Period, or as of the relevant time of determination.


 






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(b) Non-Solicitation
of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and its Affiliates will
not, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), individually or on behalf of any
other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s duties on behalf of the Covered
Parties), knowingly and for a purpose competitive with a Covered Party as it related to the Business: (i) solicit, induce, encourage,
or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not
become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer
with any Covered Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect
to or relating to the Business; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship
between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from
a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services
that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor,
supplier, distributor, agent, or other service provider of a Covered Party at the time of such interference or disruption. For purposes
of this Agreement, a “Covered Customer” shall mean (x) any Person who is or was an actual customer or client
(or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of
a Covered Party, as of the Closing Date, at any time during the Restricted Period, or as of the relevant time of determination.


 


(c) Mutual
Non-Disparagement. The Subject Party and the Covered Parties each agrees that from and after the Closing until the fifth (5th) anniversary
of the end of the Restricted Period, neither will, and each will cause its respective Affiliates not to, directly or indirectly engage
in any conduct that involves the making or publishing (including through electronic mail distribution or online social media) of any written
or oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations, negative reports, or comments)
that are disparaging, deleterious, or damaging to the integrity, reputation, or good will of the other or their respective management,
officers, employees, independent contractors, or consultants. Notwithstanding the foregoing, subject to Section 3 below, the provisions
of this Section 2(c) shall not restrict the Subject Party or the Covered Parties from providing truthful testimony or information
in response to a subpoena or investigation by a Governmental Authority or in connection with any legal action under this Agreement, the
Merger Agreement, or any other Ancillary Document that is asserted in good faith.


 


3. Confidentiality.
From and after the Closing Date, the Subject Party will, and will cause its Representatives (as defined in the Merger Agreement) to,
keep confidential and not (except, if applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties)
directly or indirectly use, disclose, reveal, publish, transfer, or provide access to, any and all Covered Party Information without the
prior written consent of the Purchaser (which may be withheld in its sole discretion). As used in this Agreement, “Covered
Party Information” means all material and information relating to the Business, including material and information that
concerns or relates to such Covered Party’s bidding and proposal, technical, computer hardware or software, administrative, management,
operational, data processing, financial, marketing, sales, human resources, business development, planning, and/or other business activities,
regardless of whether such material and information is maintained in physical, electronic, or other form, that is: (A) gathered, compiled,
generated, produced, or maintained by such Covered Party through its Representatives, or provided to such Covered Party by its suppliers,
service providers, or customers; and (B) intended and maintained by such Covered Party or its Representatives, suppliers, service providers,
or customers to be kept in confidence. The obligations set forth in this Section 3 will not apply to any Covered Party Information
where the Subject Party can prove that such material or information: (i) is known or available through other lawful sources not bound
by a confidentiality agreement with, or other confidentiality obligation to, any Covered Party; (ii) is or becomes publicly known through
no violation of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives; (iii) is already
in the possession of the Subject Party at the time of disclosure through lawful sources not bound by a confidentiality agreement or other
confidentiality obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed pursuant
to an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party is given
reasonable prior written notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with any reasonable request
of any Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure
is still required, the Subject Party and its Representatives only disclose such portion of the Covered Party Information that is expressly
required by such order, as it may be subsequently narrowed).


 






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4. Representations
and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of
this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver, and to perform
all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the
performance of the Subject Party’s obligations hereunder will result directly or indirectly in a violation or breach of any agreement
or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the Subject Party certifies and
acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that the Subject Party voluntarily
and knowingly enters into this Agreement.


 


5. Remedies.
The covenants and undertakings contained in this Agreement relate to matters which are of a special, unique, and extraordinary character
and a violation of any of the terms of this Agreement may cause irreparable injury, the amount of which may be impossible to estimate
or determine and which cannot be adequately compensated. In the event of any breach or threatened breach of any covenant or obligation
contained in this Agreement, the adversely affected party or parties will be entitled to seek the following remedies (in addition to,
and not in lieu of, any other remedy at law or in equity or pursuant to the Merger Agreement or the other Ancillary Documents that may
be available, including monetary damages), and a court of competent jurisdiction may award: (a) an injunction, restraining order, or other
equitable relief restraining or preventing such breach or threatened breach, without the necessity of posting bond or security, which
each party expressly waives; and (b) recovery of attorneys’ fees and costs incurred in enforcing the party’s rights under
this Agreement. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed
or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in connection with the Merger
Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties.


 


6. Survival
of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability arising
from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the time periods
during which the covenants contained in this Agreement will be effective will be computed by excluding from such computation any time
during which the Subject Party is in violation of any provision of such Sections.


 






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7. Miscellaneous.


 


(a) Notices.
All notices, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day
after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed,
if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following
addresses (or at such other address for a party as shall be specified by like notice):


 


	
    If to the Purchaser after the Closing,
to:

     

    Arogo Capital Acquisition Corp.

    848 Brickell Avenue, Penthouse 5,

    Miami, FL 33131

    Attn: Suradech Taweesaengsakulthai

    Telephone No.: (786) 442-1482

    E-mail: Suradech@cho.co.th
	
    with copies to (which shall not constitute notice):

     

    Nelson Mullins Riley & Scarborough LLP

    101 Constitution Avenue, NW, Suite 900

    Washington, D.C. 20001

    Attn: Andrew M. Tucker, Esq.

    Telephone No.: (202) 689-2987

    Email: andy.tucker@nelsonmullins.com

     

	If to the Subject Party, to: the address set forth below the Subject Party’s name on the signature page to this Agreement


 


(b) Integration
and Non-Exclusivity. This Agreement, the Merger Agreement, and the other Ancillary Documents contain the entire agreement between
the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies
of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether
at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality of
the foregoing, the rights, remedies, obligations, and liabilities of the parties under this Agreement are in addition to their respective
rights, remedies, obligations, and liabilities (i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements
of statutory or common law, or any applicable rules and regulations and (ii) otherwise conferred by contract, including the Merger Agreement
and any other written agreement between the Subject Party or its Affiliates and any of the Covered Parties. Nothing in the Merger Agreement
will limit any of the obligations, liabilities, rights, or remedies of the Subject Party or the Covered Parties under this Agreement,
nor will any breach of the Merger Agreement or any other agreement between the Subject Party or its Affiliates and any of the Covered
Parties limit or otherwise affect any right or remedy under this Agreement. If any covenant set forth in any other agreement between the
Subject Party or its Affiliates and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement,
the more restrictive terms will control as to the Subject Party or its Affiliate, as applicable.


 


(c) Severability;
Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this
Agreement is found or held to be invalid, illegal, or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i)
such provision will be deemed amended to conform to applicable laws so as to be valid, legal, and enforceable to the fullest possible
extent, (ii) the invalidity, illegality, or unenforceability of such provision will not affect the validity, legality, or enforceability
of such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality, or unenforceability
of such provision will not affect the validity, legality, or enforceability of the remainder of such provision or the validity, legality,
or enforceability of any other provision of this Agreement. The Subject Party and the Covered Parties will substitute for any invalid,
illegal, or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal, and enforceable,
the intent and purpose of such invalid, illegal, or unenforceable provision. Without limiting the foregoing, if any court of competent
jurisdiction determines that any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision,
or otherwise, such court will have the power to reduce the duration, geographic area covered, or scope of such provision, as the case
may be, and, in its reduced form, such provision will then be enforceable. The Subject Party will, at a Covered Party’s request,
join such Covered Party in requesting that such court take such action.


 






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(d) Amendment;
Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the Subject Party,
the Purchaser, and a majority of the disinterested independent directors of the Purchaser’s board of directors (or their respective
permitted successors or assigns). No waiver will be effective unless it is expressly set forth in a written instrument executed by the
waiving party (and if such waiving party is a Covered Party, by a majority of the disinterested independent directors of the Purchaser’s
board of directors) and any such waiver will have no effect except in the specific instance in which it is given. Any delay or omission
by a party in exercising its rights under this Agreement, or failure to insist upon strict compliance with any term, covenant, or condition
of this Agreement will not be deemed a waiver of such term, covenant, condition, or right, nor will any waiver or relinquishment of any
right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such right or power at any other time
or times.


 


(e) Dispute
Resolution. Any dispute, difference, controversy, or claim arising in connection with or related or incidental to, or question occurring
under, this Agreement or the subject matter hereof (other than applications for a temporary restraining order, preliminary injunction,
permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 7(e)) (a “Dispute”)
shall be governed by this Section 7(e). A party must, in the first instance, provide written notice of any Disputes to the other
parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. Any
Dispute that is not resolved within fifteen business days (the “Resolution Period”) after the delivery of such
notice may immediately be referred to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures of the Commercial
Arbitration Rules (the “AAA Procedures”) of the American Arbitration Association (the “AAA”).
Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent
that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted
by one arbitrator nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to
the AAA and reasonably acceptable to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial
experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration
process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to
the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive
law of the State of Delaware. Time is of the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator
within twenty (20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party
to do, or to refrain from doing, anything consistent with this Agreement, the Ancillary Documents and applicable Law, including to perform
its contractual obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and,
for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or the other of the proposals.
The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one
or the other proposal. The seat of arbitration shall be in Washington, D.C. The language of the arbitration shall be English.


 


(f) 
Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State
of Delaware without regard to the conflict of laws principles thereof. Subject to Section 7(e), all Actions arising out of or relating
to this Agreement shall be heard and determined exclusively in any state or federal court located in Wilmington, Delaware (or in any appellate
courts thereof) (the “Specified Courts”). Subject to Section 7(e), each party hereto hereby (a) 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, (b) 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 and (c) waives any bond, surety or other security
that might be required of any other party with respect thereto. 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 or in equity. 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 7(a). Nothing in this Section 7(f) shall affect the right of any party to serve
legal process in any other manner permitted by Law.


 


(g) WAIVER
OF JURY TRIAL. 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 ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 7(g). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(g) WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 






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(h) Successors
and Assigns; Third Party Beneficiaries. This Agreement will be binding upon, and will inure to the benefit of the parties, and their
respective successors and assigns. No Covered Party may assign any or all of its rights under this Agreement, at any time, in whole or
in part, to any Person without first obtaining the consent or approval of the Subject Party (which consent shall not be unreasonably withheld,
conditioned or delayed). The Subject Party agrees that the obligations of the Subject Party under this Agreement are specific to each
of them and will not be assigned by the Subject Party.


 


(i) Disinterested
Directors Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree that the disinterested independent directors
of the Purchaser’s board of directors (acting unanimously) are authorized and shall have the sole right to act on behalf of Purchaser
and the other Covered Parties under this Agreement, including the right to enforce the Purchaser’s rights and remedies under this
Agreement. Without limiting the foregoing, in the event that the Subject Party or Affiliate thereof serves as a director, officer, employee,
or other authorized agent of a Covered Party, the Subject Party shall have no authority, express or implied, to act or make any determination
on behalf of a Covered Party in connection with this Agreement or any dispute or Action with respect hereto.


 


(j) Construction.
The Subject Party acknowledges that the Subject Party has been represented by counsel, or had the opportunity to be represented by counsel
of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party
will not be applied in the construction or interpretation of this Agreement. Neither the drafting history nor the negotiating history
of this Agreement will be used or referred to in connection with the construction or interpretation of this Agreement. The headings and
subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including” when used
herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained herein
are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun shall include
the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and
vice versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of similar import shall
be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement;
(v) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase
“and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument defined or
referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time
amended, modified, or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated
therein.


 


(k) Counterparts.
This Agreement may be executed 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. A photocopy,
faxed, scanned, and/or emailed copy of this Agreement or any signature page to this Agreement, shall have the same validity and enforceability
as an originally signed copy.


 


(l) Effectiveness.
This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery of this Agreement, but this
Agreement shall only become effective upon the consummation of the Transactions. In the event that the Merger Agreement is validly terminated
in accordance with its terms prior to the consummation of the Transactions, this Agreement shall automatically terminate and become null
and void, and the parties shall have no obligations hereunder.


 


[Remainder of Page Intentionally Left Blank;
Signature Pages Follows]


 




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IN WITNESS WHEREOF,
the undersigned has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.


 


	 	The Company:
	 	 
	 	EON REALITY, INC. 
	 	 
	 	By:	 
	 	Name: 	           
	 	Title:	 
	 	 	 
	 	The Subject Party:
	 	 	 
	 	By:	 
	 	Name:	 
	 	Key Management or Stockholder or Both
	 	of EON REALITY, INC, (circle one)


 


[Signature Page to the Non-Competition Agreement]


 




    8


     


    

 


Acknowledged and accepted as of the date
first written above:


 




	 	
    The Purchaser:

     

    AROGO CAPITAL ACQUISITION CORP.

	 
	 
	 	 	 
	 	By:	 
	 	Name:	Suradech Taweesaengsakulthai
	 	Title:	Chief Executive Officer






 


[Signature Page to the Non-Competition Agreement]


 


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