Exhibit 10.4


 


PURCHASER SUPPORT AGREEMENT


 


This PURCHASER SUPPORT AGREEMENT,
dated as of April 25, 2022 and effective as of the Closing Date (this “Agreement”), by and among Koo Dom Investment,
LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”),
Arogo Capital Acquisition Corp., a Delaware corporation (“Purchaser”), and Eon Reality, Inc., a California corporation
(the “Company” or “Seller Representative”). Terms used but not defined in this Agreement
shall have the meanings ascribed to them in the Merger Agreement (as defined below).


 


WHEREAS, contemporaneously
herewith, the Purchaser, Arogo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger
Sub”), Purchaser Representative, Seller Representative, and the Company entered into that certain Agreement and Plan of
Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the
Company continuing as the surviving entity (the “Merger”), and as a result of which the stockholders of the
Company will receive shares of the Purchaser’s Common Stock;


 


WHEREAS, as of the date hereof,
Sponsor owns 2,482,500 shares of Purchaser Common Stock (all such shares of Purchaser Common Stock and any shares of Purchaser Common
Stock of which ownership of record or the power to vote is hereafter acquired by Sponsor prior to the termination of this Agreement being
referred to herein as the “Shares”); and


 


WHEREAS, in order to induce
the Company and Purchaser to enter into the Merger Agreement, Sponsor is executing and delivering this Agreement to 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, Sponsor, the Company,
and Purchaser hereby agree as follows:


 


1. Agreement
to Vote. Sponsor, with respect to the Shares, hereby agrees (and agrees to execute such documents or certificates evidencing such
agreement as Purchaser and/or the Company may reasonably request in connection therewith) to vote at the Purchaser Special Meeting and
any meeting of the stockholders of Purchaser, and in any action by written consent of the stockholders of Purchaser, to approve the Merger
Agreement, all of the Shares (a) in favor of the approval and adoption of the Merger Agreement, the transactions contemplated by the Merger
Agreement and this Agreement in accordance with the Insider Letter, (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 Purchaser (including the
Purchaser Stockholder Approval Matters), (c) in favor of the approval and adoption of the Incentive Plan, (d) for the appointment, and
designation of classes, of the members of the Post-Closing Purchaser Board and (e) 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 Purchaser or Merger Sub 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. Sponsor acknowledges receipt
and review of a copy of the Merger Agreement.


 






     


     


    

 


2. Transfer
of Shares. Sponsor agrees that it shall not, directly or indirectly, except as otherwise contemplated pursuant to the Merger Agreement
and in accordance with the Insider Letter, (a) sell, assign, transfer (including by operation of law), redeem, lien, pledge, distribute,
dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless the transferee agrees to be bound
by this Agreement), (b) deposit any Shares into a voting trust, 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), redemption
or other disposition of any Shares (unless the transferee agrees to be bound by this Agreement) or (d) take any action that would have
the effect of preventing or disabling Sponsor from performing its obligations hereunder.


 


3. Waiver.
Sponsor hereby waives (and agrees to execute such documents or certificates evidencing such waiver as Purchaser and/or Company may reasonably
request) any adjustment to the conversion ratio set forth in the Purchaser Certificate of Incorporation of any other anti-dilution or
similar protection with respect to the Purchaser Class B Common Stock (whether resulting from the transactions contemplated hereby, by
the Merger Agreement or Ancillary Document or by any other transaction consummated in connection with the transactions contemplated hereby
and thereby).


 


4. Restrictive
Covenants. Sponsor hereby acknowledges that certain stockholders of the Purchaser receiving material consideration in connection with
the Merger and the transactions contemplated in the Merger Agreement have entered into restrictive covenant agreements for the benefit
of the Parties and to enable the Purchaser to secure more fully the benefits of the Merger.


 


5. Representations
and Warranties. Sponsor represents and warrants for and on behalf of itself to Purchaser and the Company as follows:


 


(a) The
execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby
do not and will not (i) conflict with or violate any Law or Order applicable to Sponsor, (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 Shares
(other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the Organizational Documents of Sponsor)
or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor’s Organizational Documents.


 


(b) Sponsor
owns of record and has good, valid and marketable title to the Shares free and clear of any Lien (other than pursuant to this Agreement
or transfer restrictions under applicable securities Laws or the Organizational Documents of Sponsor) and has the sole power (as currently
in effect) to vote and has the full right, power and authority to sell, transfer and deliver such Shares, and Sponsor does not own, directly
or indirectly, any other Shares.


 


(c) Sponsor
has the power, authority and capacity to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed
and delivered by Sponsor.


 






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6. Termination.
This Agreement and the obligations of Sponsor 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 Company and Purchaser.
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 its termination.


 


7. Miscellaneous.


 


(a) Except
as otherwise provided herein or in the Merger Agreement or 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 6(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.: (949) 460-2000


E-mail: dan@eonreality.com


 






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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





 


(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.


 


(d) This
Agreement, the Merger Agreement, the Insider Letter and the Ancillary Documents constitute the entire agreement among the parties with
respect to the subject matter hereof 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. This Agreement shall not be assigned (whether pursuant to a merger, by operation
of law or otherwise).


 


(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.


 


(f) The
parties hereto agree that irreparable damage may occur in the event any provision of this Agreement was not performed in accordance with
the terms hereof and that the parties shall be entitled to 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 and 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 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 (collectively, “Action”)
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.


 






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(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 Sponsor 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 Purchaser or the Purchaser Common Stock by way of stock split, stock 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 and are agreed upon by the parties so that the rights,
privileges, duties and obligations hereunder shall continue with respect to Purchaser, Sponsor and the Shares 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).


 


[Signature pages follow]


 






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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
	 	 	 
	 	KOO DOM INVESTMENT, LLC
	 	 	 
	 	By:	/s/ Panthong Nowa
	 	Name:	Panthong Nowa
	 	Title:	Cho Thavee PCL Member
	 	 	 
	 	EON REALITY, INC. 
	 	 	 
	 	By:	/s/ Dan Lejerskar
	 	Name:	Dan Lejerskar
	 	Title:	Chairman and Founder


 


[Signature Page to Purchaser Support Agreement]


 


 


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