Exhibit 10.6


 


FORM OF VOTING AGREEMENT


 


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”).


 


WHEREAS, simultaneously
herewith, the Purchaser, Merger Sub, a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”),
Koo Dom Investment LLC, a Delaware limited liability company (the “Purchaser Representative”), and Eon Reality,
Inc., a California corporation (the “Company” or “Seller Representative”) have entered
into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger
Agreement”), a copy of which has been made available to each Company Stockholders, 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
date hereof, each Company Stockholder owns of record the number of equity securities of the Company as set forth opposite such Company
Stockholder’s name on Exhibit A hereto (all such securities and any underlying securities of the Company of which
ownership of record or the power to vote is hereafter acquired by the Company Stockholders prior to the termination of this Agreement
being referred to herein as the “Securities”); and


 


WHEREAS, in order to
induce the Purchaser, Merger Sub, and the Company to enter into the Merger Agreement, the Company Stockholders are executing and delivering
this Agreement to the Purchaser and the Company.


 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby,
each of the Company Stockholders (severally and not jointly), the Purchaser and the Company hereby agrees as follows:


 


1. Agreement
to Vote. Each Company Stockholder, by this Agreement, with respect to its Securities, severally and not jointly, hereby agrees (and
agrees to execute such documents and certificates evidencing such agreement as the Purchaser may reasonably request in connection therewith),
if (and only if) the Approval Condition (as defined below) shall have been satisfied, to vote, at any meeting of the members of the Company,
and in any action by written consent of the members of the Company, all of such Company Stockholder’s Securities (a) in favor of
the approval and adoption of the Merger Agreement, the transactions contemplated by the Merger Agreement and this Agreement, (b) in favor
of any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and
voted upon by the stockholders of the Company, (c) in favor of the approval and adoption of the Incentive Plan (as defined in the Merger
Agreement) and (d) against any action, agreement or transaction (other than the Merger Agreement or the transactions contemplated thereby)
or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or that would reasonably be expected to result in the failure of the transactions contemplated by the Merger
Agreement from being consummated. Each Company Stockholder acknowledges receipt and review of a copy of the Merger Agreement. For purposes
of this Agreement, “Approval Condition” shall mean that the Merger Agreement shall not have been amended or
modified to change the Merger Consideration payable under the Merger Agreement to the Company Stockholders. For the purpose of clarification,
any adjustment to the Merger Consideration pursuant to Section 1.15 of the Merger Agreement shall not constitute an amendment or modification
to the Merger Consideration for purposes of the immediately preceding sentence.


 






     



     


    

 


2. Transfer
of Securities. Except as may be required by or permitted in the Merger Agreement, each Company Stockholder, severally and not jointly,
agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of
or otherwise encumber any of the Securities or otherwise agree to do any of the foregoing (unless the transferee agrees to be bound by
this Agreement), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or
power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other
disposition of any Securities (unless the transferee agrees to be bound by this Agreement), or (d) take any action that would have the
effect of preventing or disabling the Company Stockholder from performing its obligations hereunder.


 


3. Representations
and Warranties. Each Company Stockholder, severally and not jointly, represents and warrants for and on behalf of itself to the Purchaser
as follows:


 


(a) The
execution, delivery and performance by such Company Stockholder of this Agreement and the consummation by such Company Stockholder of
the transactions contemplated hereby do not and will not (i) conflict with or violate any Law or other Order applicable to such Company
Stockholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person
or entity, (iii) result in the creation of any Lien on any Securities (other than pursuant to this Agreement, the Merger Agreement or
transfer restrictions under applicable securities laws or the Organizational Documents of the Company or such Company Stockholder) or
(iv) conflict with or result in a breach of or constitute a default under any provision of such Company Stockholder’s Organizational
Documents.


 


(b) Such
Company Stockholder owns of record and has good, valid and marketable title to the Securities set forth opposite the Company Stockholder’s
name on Exhibit A free and clear of any Lien (other than pursuant to this Agreement or transfer restrictions under applicable
securities Laws or the Organizational Documents of such Company Stockholder) and has the sole power (as currently in effect) to vote and
the full right, power and authority to sell, transfer and deliver such Securities, and such Company Stockholder does not own, directly
or indirectly, any other Securities.


 


(c) Such
Company Stockholder has the power, authority and capacity to execute, deliver and perform this Agreement, and that this Agreement has
been duly authorized, executed and delivered by such Company Stockholder.


 


4. Termination.
This Agreement and the obligations of the Company Stockholders under this Agreement shall automatically terminate upon the earliest of
(a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; or (c) the mutual agreement of
the Purchaser and the Company. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities
under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any
willful breach of this Agreement occurring prior to such termination of this Agreement.


 






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5. Miscellaneous.


 


(a) Except
as otherwise provided herein, in the Merger Agreement or in any Ancillary Document, all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the
transactions contemplated hereby are consummated.


 


(b) All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by telecopy or e-mail, or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in
a notice given in accordance with this Section 5(b)):


 


If to the Purchaser, 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 a copy to:


 


Nelson Mullins Riley & Scarborough LLP


101 Constitution Ave NW, Suite 900


Washington, DC 20001


Attention: Andy Tucker


Telephone: (202) 689-2987


E-mail: andy.tucker@nelsonmullins.com


 


If to the Company, to:


 


Eon Reality, Inc.


18 Technology Dr Ste. 110,


Irvine, CA 92618

Attn: Dan Lejerskar, Chairman and Founder

Telephone No.: (94) 460-2000

E-mail: dan@eonreality.com


 


with a copy to:


 


Seyfarth Shaw LLP


975 F Street NW


Washington, DC 20004

Attn: Andrew J. Sherman

Facsimile No.: (202) 828-5393

Telephone No.: (202) 828-5381

E-mail: asherman@seyfarth.com


 


If to a Company Stockholder, to the address set forth for such
Company Stockholder on the signature page hereof.


 


(c) If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 






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(d) This
Agreement, the Merger Agreement and the Ancillary Documents constitute the entire agreement among the parties with respect to the subject
matter hereof and thereof, and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them,
with respect to the subject matter hereof and thereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation
of law or otherwise) without the prior written consent of the parties, and any attempt to do so without such consent shall be void ab
initio.


 


(e) This
Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement. No Company Stockholder shall be liable for the breach of this Agreement by any other Company Stockholder.


 


(f) The
parties hereto agree that irreparable damage may occur in the event any provision of this Agreement is not performed in accordance with
the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy
at law or in equity. Each of the parties agrees that it shall not oppose the granting of an injunction, specific performance or other
equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate
remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party seeking
an injunction or injunctions to prevent breaches or threatened breaches of, or to enforce compliance with, this Agreement, when expressly
available pursuant to the terms of this Agreement, shall not be required to provide any bond or other security in connection with any
such Order.


 


(g) This
Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in
and to be performed in that State without giving effect to principles or rules of conflict of laws to the extent such principles or rules
would require or permit the application of Laws of another jurisdiction. All actions, suits or proceedings (each an “Action”,
and, collectively, “Actions”), arising out of or relating to this Agreement shall be heard and determined exclusively
in any federal or state court having jurisdiction within the State of Delaware. The parties hereto hereby (i) submit to the exclusive
jurisdiction of federal or state courts within the State of Delaware for the purpose of any Action arising out of or relating to this
Agreement brought by any party hereto, and (ii) irrevocably waive, and agree 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 hereunder may not be enforced in or by any of the above-named courts.


 


(h) This
Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) 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.


 


(i) Without
further consideration, each party shall use commercially reasonable efforts to execute and deliver or cause to be executed and delivered
such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the
transactions contemplated by this Agreement.


 


(j) This
Agreement shall not be effective or binding upon any Company Stockholder until such time as the Merger Agreement is executed by each of
the parties thereto.


 


(k) If,
and as often as, there are any changes in the Company or the Company Stockholder’s Securities by way of equity split, dividend,
combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any
other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges,
duties and obligations hereunder shall continue with respect to the Company Stockholder and its Securities as so changed.


 


(l) 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 litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies
that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers
and certifications in this Paragraph (l).


 




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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.


 





	 	AROGO CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Suradech Taweesaengsakulthai
	 	 	Name: Suradech Taweesaengsakulthai
	 	 	Title: Chief Executive Officer
	 	 	 
	 	EON REALITY,
    INC. 
	 	 	 
	 	By:	/s/
    Dan Lejerskar
	 	 	Name: Dan Lejerskar
	 	 	Title: Chairman and Founder


 





[Signature Page to Voting Agreement]

 




     


     


    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.





 


	 	COMPANY STOCKHOLDERS
	 	 	 
	 	By:	/s/ Mats
    Johansson
	 	 	Mats Johansson, President
	 	 	 
	 	By:	/s/ George
    Ayiomamitis
	 	 	George Ayiomamitis for an on behalf of Sovereign Directors
    (Cyprus) Ltd., Lisboa Capital Investment Ltd.
	 	 	 
	 	By:	/s/ George
    Ayiomamitis
	 	 	George Ayiomamitis for an on behalf of Sovereign Directors
    (Cyprus) Ltd., Rift Valley Ltd.



 


[Signature Page to Voting Agreement]


 







     


     


    

 


EXHIBIT A


 


THE COMPANY STOCKHOLDERS


 


	Company Stockholder	 	Company Securities