Exhibit
10.3


 


REGISTRATION RIGHTS
AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is made and entered into as of [●] 2022 by and among (i) Arogo Capital Acquisition
Corp., a Delaware corporation (the “Purchaser”), and (ii) and the undersigned parties listed under Investor
on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 6.2 of this Agreement, an “Investor” and collectively the “Investors”).


 


WHEREAS, on April 25,
2022, 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 (v) Eon
Reality, Inc., a California corporation (the “Company” or “Seller Representative”),
entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger
Agreement”);


 


WHEREAS, pursuant to
the Merger Agreement, subject to the terms and conditions thereof, upon the consummation of the transactions contemplated thereby (the
“Closing”), among other matters, Merger Sub will merge with and into the Company, with the Company continuing
as the surviving entity and a wholly-owned subsidiary of Purchaser, and with the Investors, as stockholders of the Company, receiving
shares of the Purchaser’s Class A common stock (the “Merger Consideration Shares”), all upon the terms
and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of applicable law;


 


WHEREAS, in connection
with the Closing, the Investors will enter into a lock-up agreement with Purchaser and the Purchaser Representative (as amended from time
to time in accordance with the terms thereof, a “Lock-Up Agreement”), pursuant to which the Investors will agree
not to transfer the Merger Consideration Shares for a certain period of time after the Closing as stated in the Lock-Up Agreement, including
with respect to shares held by the Investors immediately after the Effective Time or otherwise issued or issuable to any Investor in connection
with the Merger; and


 


WHEREAS, the parties
desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Merger Consideration
Shares received by the Investors under the Merger Agreement, including any additional Merger Consideration Shares issued after the Closing
pursuant to Section 1.13 of the Merger Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term
in the Merger Agreement. The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Closing”
is defined in the recitals to this Agreement.


 


“Company”
is defined in the recitals to this Agreement.


 






     


     


    

 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 


“Founder Registration
Rights Agreement” means that certain Registration Rights Agreement, dated as of December 23, 2021, by and among Purchaser,
Koo Dom Investment LLC and certain directors and officers of Purchaser.


 


“Founder Securities”
means those securities included in the definition of “Registrable Security” specified in the Founder Registration Rights Agreement.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investors”
is defined in the preamble to this Agreement, and includes any transferee of the Registrable Securities (so long as they remain Registrable
Securities) of an Investor permitted under this Agreement and the Lock-Up Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“Lock-Up Agreement”
is defined in the recitals to this Agreement.


 


“Maximum Number
of Securities” is defined in Section 2.1.4.


 


“Merger Agreement”
is defined in the recitals to this Agreement.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Proceeding”
is defined in Section 6.9.


 


“Purchaser”
is defined in the preamble to this Agreement, and shall include Purchaser’s successors by merger, acquisition, reorganization or
otherwise.


 


“Purchaser Common
Stock” means shares of Class A common stock, par value $0.0001 per share, of the Purchaser, and Class B common stock, par
value $0.0001 per share of the Purchaser, along with any equity securities paid as dividends or distributions after the Closing with respect
to such shares or into which such shares are exchanged or converted after the Closing.


 


“Register,”
“Registered” and “Registration” mean a registration or offering effected by preparing
and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.


 






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“Registrable Securities”
means all of the Merger Consideration Shares and shares of Purchaser Common Stock beneficially owned by the Investors, including any shares
issued after the Closing pursuant to Section 1.13 of the Merger Agreement. Registrable Securities also include any warrants, capital shares
or other securities of Purchaser issued as a dividend, stock split or other distribution with respect to or in exchange for or in replacement
of the foregoing securities or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation,
other reorganization or other similar event with respect to the Purchaser Common Stock. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance
with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by Purchaser and subsequent public distribution of them shall not require registration
under the Securities Act; (c) such securities shall have ceased to be outstanding; (d) such securities are freely saleable under Rule
144 without volume limitations; or (e) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution
or other public securities transaction. Notwithstanding anything to the contrary contained herein, securities shall only be “Registrable
Securities” under this Agreement if they are held by an Investor or a transferee of an Investor permitted under this Agreement and
the Lock-Up Agreement.


 


“Registration
Statement” means a registration statement filed by Purchaser with the SEC in compliance with the Securities Act and the
rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors,
or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).


 


“Rule 144”
means Rule 144 promulgated under the Securities Act or any successor rule thereto.


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“Short Form Registration”
is defined in Section 2.3.


 


“Specified Courts”
is defined in Section 6.9.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. Subject to this Section 2.1.1 and Section 2.4, at any time and from time to time
after the Closing, Investors holding a majority-in-interest of the Registrable Securities then issued and outstanding may make a written
demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”).
Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s)
of distribution thereof. Within thirty (30) days following receipt of any request for a Demand Registration, Purchaser will notify all
other Investors holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all
or a portion of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable
Securities in such registration, a “Demanding Holder”) shall so notify Purchaser within fifteen (15) days after
the receipt by the Investor of the notice from Purchaser. Upon any such request, the Demanding Holders shall be entitled to have their
Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1.
Purchaser shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in
respect of all Registrable Securities.


 






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2.1.2
Effective Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with
the SEC with respect to such Demand Registration has been declared effective and Purchaser has complied in all material respects with
its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared
effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction
of the SEC or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed
not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue with such Registration and accordingly notify Purchaser
in writing, but in no event later than five (5) days, of such election; provided, further, that Purchaser shall not be obligated to file
a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.1.3
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and advise Purchaser as part of their
written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in
the form of an underwritten offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration
shall be conditioned upon such Demanding Holder’s participation in such underwritten offering and the inclusion of such Demanding
Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Demanding Holders proposing to distribute
their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such underwritten offering by a majority-in-interest of the Investors initiating the Demand Registration
and reasonably acceptable to Purchaser.


 


2.1.4
Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
offering, in good faith, advises Purchaser and the Demanding Holders in writing that the dollar amount or number of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other shares of Purchaser Common Stock or other securities which Purchaser
desires to sell and the shares of Purchaser Common Stock or other securities, if any, as to which Registration by Purchaser has been requested
pursuant to written contractual piggy-back registration rights held by other security holders of Purchaser who desire to sell, exceeds
the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering
price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number
of securities, as applicable, the “Maximum Number of Securities”), then Purchaser shall include in such Registration:
(i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and the Founder Securities
for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during
the period under which the Demand Registration hereunder is ongoing (all pro rata in accordance with the number of securities that each
applicable Person has requested be included in such registration, regardless of the number of securities held by each such Person, as
long as they do not request to include more securities than they own (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i) the Registrable Securities of Investors as to which registration has been requested
pursuant to Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written
contractual piggy-back registration rights of the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the
number of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number
of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and
(ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum
Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i), (ii) and (iii), the shares of Purchaser Common Stock or other securities for the account of other Persons that Purchaser is obligated
to register pursuant to written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities.
In the event that Purchaser securities that are convertible into shares of Purchaser Common Stock are included in the offering, the calculations
under this Section 2.1.4 shall include such Purchaser securities on an as-converted to Purchaser Common Stock basis.


 






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2.1.5
Withdrawal. A Demanding Holder may withdraw all or any portion of their Registrable Securities included in a Demand Registration
from such Demand Registration at any time prior to the effectiveness of the Demand Registration Statement. If a majority-in-interest of
the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice
to Purchaser and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement
filed with the SEC with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed
offering relating to a Demand Registration in such event, then such registration shall not count as a Demand Registration provided for
in Section 2.1.


 


2.2
Piggy-Back Registration.


 


2.2.1
Piggy-Back Rights. Subject to Section 2.4, if at any time after the Closing Purchaser proposes to file a Registration
Statement under the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by Purchaser for its own account or for security holders of Purchaser
for their account (or by Purchaser and by security holders of Purchaser including pursuant to Section 2.1), other than a Registration
Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities
solely to Purchaser’s existing security holders, (iii) for an offering of debt that is convertible into equity securities of Purchaser,
or (iv) for a dividend reinvestment plan, then Purchaser shall (x) give written notice of such proposed filing to Investors holding Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date or confidential submission
date, which notice shall describe the amount and type of securities to be included in such Registration or offering, the intended method(s)
of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to Investors
holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Investors
may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
To the extent permitted by applicable securities laws with respect to such registration by Purchaser or another demanding security holder,
Purchaser shall use its best efforts to cause (i) such Registrable Securities to be included in such registration and (ii) the managing
Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar securities of Purchaser and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. All Investors holding Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into
an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 






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2.2.2
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering, in good faith, advises Purchaser and Investors holding Registrable Securities proposing to distribute their Registrable Securities
through such Piggy-Back Registration in writing that the dollar amount or number of shares of Purchaser Common Stock or other Purchaser
securities which Purchaser desires to sell, taken together with the shares of Purchaser Common Stock or other Purchaser securities, if
any, as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the Investors holding
Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2,
and the shares of Purchaser Common Stock or other Purchaser securities, if any, as to which registration has been requested pursuant to
the written contractual piggy-back registration rights of other security holders of Purchaser, exceeds the Maximum Number of Securities,
then Purchaser shall include in any such registration:


 


(a)
If the registration is undertaken for Purchaser’s account: (i) first, the shares of Purchaser Common Stock or other
securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Investors as
to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been
requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement,
Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that
can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other equity securities for the account
of other Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons that
can be sold without exceeding the Maximum Number of Securities;


 


(b)
If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section
2.1: (i) first, the shares of Purchaser Common Stock or other securities for the account of the Demanding Holders and the Founder
Securities for the account of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement
during the period under which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of
securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable
Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as
to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder
Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included
in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities
that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser Common
Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate written
contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;


 






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(c)
If the registration is a “demand” registration undertaken at the demand of holders of Founder Securities under
the Founder Registration Rights Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable
Securities for the account of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the
period under which the demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof
based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the
Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and
the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration
rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested
by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser
Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; and
(iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii),
the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register
pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;
and


 


(d)
If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding
Holders under Section 2.1 or the holders of Founder Securities exercising demand registration rights under the Founder Registration
Rights Agreement: (i) first, the shares of Purchaser Common Stock or other securities for the account of the demanding Persons that can
be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (i) the Registrable Securities of Investors as to which registration has been requested pursuant to
this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number
of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of
Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and
(ii), the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum
Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i), (ii) and (iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is
obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum
Number of Securities.


 


In the event that Purchaser
securities that are convertible into shares of Purchaser Common Stock are included in the offering, the calculations under this Section
2.2.2 shall include such Purchaser securities on an as-converted to Purchaser Common Stock basis.


 


2.2.3
Withdrawal. Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion
of Registrable Securities in any Piggy-Back Registration by giving written notice to Purchaser of such request to withdraw prior to the
effectiveness of the Registration Statement. Purchaser (whether on its own determination or as the result of a withdrawal by Persons making
a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of
such Registration Statement without any liability to the applicable Investor, subject to the next sentence and the provisions of Section
4. Notwithstanding any such withdrawal, Purchaser shall pay all expenses incurred in connection with such Piggy-Back Registration
as provided in Section 3.3 (subject to the limitations set forth therein) by Investors holding Registrable Securities that requested to
have their Registrable Securities included in such Piggy-Back Registration.


 






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2.3
Short Form Registrations. After the Closing, subject to Section 2.4, Investors holding Registrable Securities may
at any time and from time to time, request in writing that Purchaser register the resale of any or all of such Registrable Securities
on Form S-3 or any similar short-form registration which may be available at such time and applicable to such Investor’s Registrable
Securities (“Short Form Registration”); provided, however, that Purchaser shall not be obligated to effect such
request through an underwritten offering. Upon receipt of such written request, Purchaser will promptly give written notice of the proposed
registration to all other Investors holding Registrable Securities, and, as soon as practicable thereafter, effect the registration of
all or such portion of such Investors’ Registrable Securities as are specified in such request, together with all or such portion
of the Registrable Securities, if any, of any other Investors joining in such request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from Purchaser; provided, however, that Purchaser shall not be obligated to effect
any such registration pursuant to this Section 2.3: (i) if Short Form Registration is not available to Purchaser for such offering;
or (ii) if Investors holding Registrable Securities, together with the holders of any other securities of Purchaser entitled to inclusion
in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of
less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant
to Section 2.1.


 


2.4
Restriction of Offerings. Notwithstanding anything to the contrary contained in this Agreement, the Investors shall not
be entitled to request, and Purchaser shall not be obligated to effect, or to take any action to effect, any registration (including any
Demand Registration but not including Piggy-Back Registration) pursuant to this Section 2 with respect to any Registrable Securities
that are subject to the transfer restrictions under the Lock-Up Agreement.


 


3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever Purchaser is required to effect the registration of any Registrable Securities pursuant to
Section 2, Purchaser shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1
Filing Registration Statement. Purchaser shall use its best efforts to, as expeditiously as possible after receipt of a
request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for
which Purchaser then qualifies or which counsel for Purchaser shall deem appropriate and which form shall be available for the sale of
all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use
its reasonable efforts to cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for
the period required by Section 3.1.3; provided, however, that Purchaser shall have the right to defer any Demand
Registration for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand
registration to which such Piggy-Back Registration relates, in each case if Purchaser shall furnish to Investors requesting to include
their Registrable Securities in such registration a certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman
of Purchaser stating that, in the good faith judgment of the Board of Directors of Purchaser, it would be materially detrimental to Purchaser
and its shareholders for such Registration Statement to be effected at such time or the filing would require premature disclosure of material
information which is not in the interests of Purchaser to disclose at such time; provided further, however, that Purchaser shall not have
the right to exercise the right set forth in the immediately preceding proviso more than twice in any 365-day period in respect of a Demand
Registration hereunder.


 






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3.1.2
Copies. Purchaser shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto,
furnish without charge to Investors holding Registrable Securities included in such registration, and such Investors’ legal counsel,
copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement
(including each preliminary prospectus), and such other documents as Investors holding Registrable Securities included in such registration
or legal counsel for any such Investors may request in order to facilitate the disposition of the Registrable Securities owned by such
Investors.


 


3.1.3
Amendments and Supplements. Purchaser shall prepare and file with the SEC such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable
Securities as defined by this Agreement.


 


3.1.4 Reporting Obligations.
As long as any Investors shall own Registrable Securities, the Purchaser, at all times while it shall be a reporting company under the
Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Purchaser after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish
the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission
pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders
pursuant to this Section 3.1.4.


 


3.1.5 Other Obligations.
In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through any broker-dealer
transactions described in the plan of distribution set forth within the prospectus included in the Registration Statement, the Purchaser
shall, subject to the receipt of the any customary documentation reasonably required from the applicable Investors in connection therewith,
(a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred
and (b) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction
under subclause (a). In addition, the Purchaser shall cooperate reasonably with, and take such customary actions as may reasonably be
requested by the Holders, in connection with the aforementioned sales or transfers.


 


3.1.4
Notification. After the filing of a Registration Statement, Purchaser shall promptly, and in no event more than five (5)
Business Days after such filing, notify Investors holding Registrable Securities included in such Registration Statement of such filing,
and shall further notify such Investors promptly and confirm such advice in writing in all events within five (5) Business Days after
the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment
to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Purchaser
shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for
any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the
purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and
promptly make available to Investors holding Registrable Securities included in such Registration Statement any such supplement or amendment;
except that before filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents
incorporated by reference, Purchaser shall furnish to Investors holding Registrable Securities included in such Registration Statement
and to the legal counsel for any such Investors, copies of all such documents proposed to be filed sufficiently in advance of filing to
provide such Investors and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided that such
Investors and their legal counsel must provide any comments promptly (and in any event within five (5) Business Days) after receipt of
such documents.


 






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3.1.5
State Securities Laws Compliance. Purchaser shall use its reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of Purchaser and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided,
however, that Purchaser shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation
in any such jurisdiction where it is not then otherwise subject.


 


3.1.6
Agreements for Disposition. To the extent required by the underwriting agreement or similar agreements, Purchaser shall
enter into reasonable customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other
actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations,
warranties and covenants of Purchaser in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent
applicable, shall also be made to and for the benefit of Investors holding Registrable Securities included in such Registration Statement.
No Investor holding Registrable Securities included in such Registration Statement shall be required to make any representations or warranties
in the underwriting agreement except, if applicable, with respect to such Investor’s organization, good standing, authority, title
to Registrable Securities, lack of conflict of such sale with such Investor’s material agreements and organizational documents,
and with respect to written information relating to such Investor that such Investor has furnished in writing expressly for inclusion
in such Registration Statement.


 


3.1.7
Cooperation. The principal executive officer of Purchaser, the principal financial officer of Purchaser, the principal accounting
officer of Purchaser and all other officers and members of the management of Purchaser shall reasonably cooperate in any offering of Registrable
Securities hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and
all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.


 


3.1.8
Records. Purchaser shall make available for inspection by Investors holding Registrable Securities included in such Registration
Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other
professional retained by any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, all financial
and other records, pertinent corporate documents and properties of Purchaser, as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause Purchaser’s officers, directors and employees to supply all information reasonably
requested by any of them in connection with such Registration Statement; provided that Purchaser may require execution of a reasonable
confidentiality agreement prior to sharing any such information.


 






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3.1.9
Opinions and Comfort Letters. Purchaser shall obtain from its counsel and accountants to provide customary legal opinions
and customary comfort letters, to the extent so reasonably required by any underwriting agreement.


 


3.1.10
Earnings Statement. Purchaser shall comply with all applicable rules and regulations of the SEC and the Securities Act,
and make available to its shareholders if reasonably required, as soon as reasonably practicable, an earnings statement covering a period
of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11
Listing. Purchaser shall use its best efforts to cause all Registrable Securities that are shares of Purchaser Common Stock
included in any registration to be listed on such national security exchange as similar securities issued by Purchaser are then listed
or, if no such similar securities are then listed, in a manner satisfactory to Investors holding a majority-in-interest of the Registrable
Securities included in such registration.


 


3.1.12
Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of
$25,000,000, Purchaser shall use its reasonable efforts to make available senior executives of Purchaser to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.2
Obligation to Suspend Distribution. Upon receipt of any notice from Purchaser of the happening of any event of the kind
described in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale,
or in the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state
a material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section
2.3 hereof, upon any suspension by Purchaser, pursuant to a written insider trading compliance program adopted by Purchaser’s
Board of Directors, of the ability of all “insiders” covered by such program to transact in Purchaser’s securities because
of the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately
discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until
such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is
updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact
in Purchaser’s securities is removed, as applicable, and, if so directed by Purchaser, each such Investor will deliver to Purchaser
all copies, other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable
Securities at the time of receipt of such notice.


 






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3.3
Registration Expenses. Subject to Section 4, Purchaser shall bear all reasonable costs and expenses incurred in connection
with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration
on Short Form Registration effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with
its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration
and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Purchaser’s
internal expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection
with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees;
(vii) fees and disbursements of counsel for Purchaser and fees and expenses for independent certified public accountants retained by Purchaser
(including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9);
(viii) the reasonable fees and expenses of any special experts retained by Purchaser in connection with such registration and (ix) the
reasonable fees and expenses of one legal counsel selected by Investors holding a majority-in-interest of the Registrable Securities included
in such registration for such legal counsel’s review, comment and finalization of the proposed Registration Statement and other
relevant documents. Purchaser shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable
Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally,
in an underwritten offering, only if the Underwriters require the selling security holders and/or Purchaser to bear the expenses of the
Underwriter following good faith negotiations, all selling security holders and Purchaser shall bear the expenses of the Underwriter pro
rata in proportion to the respective amount of securities each is selling in such offering.


 


3.4
Information. Investors holding Registrable Securities included in any Registration Statement shall provide such information
as may reasonably be requested by Purchaser, or the managing Underwriter, if any, in connection with the preparation of such Registration
Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities
Act pursuant to Section 2 and in connection with the obligation to comply with federal and applicable state securities laws. Investors
selling Registrable Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers,
and other documentation reasonably requested by Purchaser or the managing Underwriter.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1
Indemnification by Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser agrees to indemnify
and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and
agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims,
damages or liabilities, whether joint or several, arising out of or based upon any untrue or alleged untrue statement of a material fact
contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement
to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading, or any violation by Purchaser of the Securities Act or any
rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection
with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser,
such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor Indemnified
Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and
defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Purchaser will not
be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue
or alleged untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus,
or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Purchaser,
in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter
of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter
on substantially the same basis as that of the indemnification provided above in this Section 4.1.


 






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4.2
Indemnification by Holders of Registrable Securities. Subject to the provisions of this Section 4.2 below, each Investor
selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement
of any Registrable Securities held by such selling Investor, indemnify and hold harmless Purchaser, each of its directors and officers
and each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such
Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or
several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was
registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission
to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information furnished in writing to Purchaser by such selling Investor expressly
for use therein (provided, however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid
in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the indemnifying
Investor, such consent not to be unreasonably withheld, delayed or conditioned), and shall reimburse Purchaser, its directors and officers,
each Underwriter and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them
in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Investor’s indemnification
obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such
selling Investor in the applicable offering.


 


4.3
Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or
liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify
such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action;
provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party
from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying
Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action
brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the
extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory
to the Indemnified Party if the Indemnifying Party provides notice of such to the Indemnified Party within thirty (30) days of the Indemnifying
Party’s receipt of notice of such claim. After notice from the Indemnifying Party to the Indemnified Party of its election to assume
control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation;
provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified
Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party
and its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if,
based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party (acting reasonably), consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect
of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party,
unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such
claim or proceeding.


 






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4.4
Contribution.


 


4.4.1
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified
Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage,
liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying
Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference
to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in
the immediately preceding Section 4.4.1.


 


4.4.3
The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 4.4, no Investor holding Registrable Securities shall be required to contribute any amount in excess of the dollar amount
of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Investor from
the sale of Registrable Securities which gave rise to such contribution obligation. Any contributions obligation of the Investors shall
be several and not joint. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


5.
RULE 144 AND 145.


 


5.1
Rule 144 and 145. Purchaser covenants that it shall file any reports required to be filed by it under the Securities Act
and the Exchange Act and shall take such further action as Investors holding Registrable Securities may reasonably request, all to the
extent required from time to time to enable such Investors to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 and 145 under the Securities Act, as such Rule 144 and 145 may be amended
from time to time, or any similar rule or regulation hereafter adopted by the SEC.


 






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6.
MISCELLANEOUS.


 


6.1
Other Registration Rights. Purchaser represents and warrants that as of the date of this Agreement, no Person, other than
the holders of (i) Registrable Securities and (ii) Founder Securities, has any right to require Purchaser to register any of Purchaser’s
share capital for sale or to include Purchaser’s share capital in any registration filed by Purchaser for the sale of share capital
for its own account or for the account of any other Person.


 


6.2
Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Purchaser hereunder may
not be assigned or delegated by Purchaser in whole or in part, unless Purchaser first provides Investors holding Registrable Securities
at least ten (10) Business Days prior written notice; provided that no assignment or delegation by Purchaser will relieve Purchaser of
its obligations under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior
written consent, which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations
of Investors holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to
the extent of any transfer of Registrable Securities by such Investor which is permitted by the Lock-Up Agreement; provided that no assignment
by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Purchaser unless and until Purchaser
shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory
to Purchaser, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder
to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties,
to the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or
benefits on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.


 


6.3
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 Purchaser prior to 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 a copy (which will not constitute notice) to:

     

    Nelson Mullins Riley & Scarborough LLP

    101 Constitution Avenue, NW, Suite 900

    Washington, DC 20001

    Attn: Andrew M. Tucker, Esq.

    Facsimile No.: (202) 689-2860

    Telephone No.: (202) 689-2987

    E-mail: andy.tucker@nelsonmullins.com

     

	
    If to the Purchaser Representative, to:

     

    Purchaser Representative

    Koo Dom Investment, LLC

    7201 Wellesley Avenue,

    Westminster, CA 92683.

Attn: Cho Thavee, PCL

Telephone No.:_______________

E-mail: panthong@cho.co.th 
	
    with a copy (which will not constitute notice) to:

     

    Nelson Mullins Riley & Scarborough LLP

101 Constitution Avenue, NW, Suite 900

Washington, DC 20001

Attn: Andrew M. Tucker, Esq.

Facsimile No.: (202) 689-2860

Telephone No.: (202) 689-2987

E-mail: andy.tucker@nelsonmullins.com 

     




 






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    If to the Company prior to the Closing 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

    
	
    

    With a copy (which will not constitute notice) to:

     

    Seyfarth Shaw LP

    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 the Purchaser or the Company after the Closing, 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

     
	
    

    with copies (which shall not constitute notice) to:

     

    Seyfarth Shaw LP

    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 the Issuer Representative after the Closing, to:

     

    [Name]

    [Address]

    [Attn:]

    [Email]:

     
	 


 


6.4
Severability. This 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 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 Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding
anything to the contrary contained in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Purchaser
by a Person receiving Merger Consideration Shares in connection with the Closing, such Person failing to provide such signature shall
not be a party to this Agreement or have any rights or obligations hereunder, but such failure shall not affect the rights and obligations
of the other parties to this Agreement as amongst such other parties.


 


6.5
Entire Agreement. This Agreement (together with the Merger Agreement, and the Lock-Up Agreement to the extent incorporated
herein, and including all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and
instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written, relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing
shall not affect the rights and obligations of the parties under the Merger Agreement or any other Ancillary Document or the rights or
obligations of the parties under the Founder Registration Rights Agreement.


 






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6.6
Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement 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; (ii) “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import
in this Agreement 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; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation
and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this Agreement.


 


6.7
Amendments; Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of
Purchaser (after the Closing by a majority of the Disinterested Independent Directors) and Investors holding a majority-in-interest of
the Registrable Securities; provided, that any amendment or waiver of this Agreement which affects an Investor in a manner materially
and adversely disproportionate to other Investors will also require the consent of such Investor. No failure or delay by a party in exercising
any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement,
in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


6.8
Remedies Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for
specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the
exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions,
without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive,
and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.9
Governing Law; Jurisdiction. Sections 10.4 and 10.5 of the Merger Agreement shall apply to this Agreement mutatis mutandis.



 


6.10 Termination of Merger Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery
of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly
terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and
be of no further force or effect, and the parties shall have no obligations hereunder.


 


6.11 Counterparts. This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic
document transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
Copies of executed counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile
as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures
and shall be considered original executed counterparts of this Agreement.


 


{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW}


 




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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Purchaser:
	 	 
	 	AROGO CAPITAL ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name: 	 Suradech Taweesaengsakulthai
	 	Title:	 Chief Executive Officer



 


{Signature Page to Seller Registration Rights
Agreement}


 






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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Investors:
	 	 
	 	[______________]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	[______________]
	 	 
	 	By:	                             
	 	Name: 	 
	 	Title:	 



 


{Signature Page to Registration Rights Agreement}


 


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