REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2021, is made and entered into by and among Pono Capita Corp, a Delaware corporation (the “Company”), Mehana Equity LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PONO CAPITAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks • New York
Pono Capital Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 10, 2021, is by and between Pono Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 10, 2021, by and between Pono Capital Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PONO CAPITAL CORPPONO Capital Corp • July 8th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 22, 2021, by and between Mehana Equity LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Pono Capital Corp, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.000001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2022 by and among (i) Pono Capital Corp., a Delaware corporation (including its successors, the “Company”), and (ii) and the undersigned parties listed under Holders 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, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 30th, 2021 • Pono Capital Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July ___, 2021, by and between Pono Capital Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 9th, 2023 • AERWINS Technologies Inc. • Aircraft • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of February 7, 2023, by and between AERWINS Technologies Inc., a Delaware corporation (the “Company”), and __________, an individual (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • July 8th, 2021 • PONO Capital Corp • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _____, 2021, by and between Pono Capital Corp, a Delaware corporation (the “Company”), and __________, an individual (“Indemnitee”).
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • January 23rd, 2023 • Pono Capital Corp • Aircraft • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of January 23, 2023 is made by and among YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and PONO Capital Corp., a company incorporated under the laws of the State of Delaware (the “Company”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), the resulting publicly listed company pursuant to the transactions contemplated by the Agreement and Plan of Merger, dated September 7, 2022 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and between the Company, Pono Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), AERWINS Technologies Inc., a Delaware corporation (the “Target”), Mehana Equity LLC, in its capacity as the representative of the stockholders of the Company, and Shuhei Komatsu in his capacity as the represen
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 7th, 2022 • Pono Capital Corp • Blank checks • New York
August 10, 2021Letter Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pono Capital Corp, a Delaware corporation (the “Company”), and EF Hutton, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.000001 per share (the “Class A Common Stock”), and three-fourths of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registrat
ContractAERWINS Technologies Inc. • May 30th, 2023 • Aircraft • Delaware
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 13th, 2023 • AERWINS Technologies Inc. • Aircraft • Delaware
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of April 12, 2023 (the “Effective Date”), by and between AERWINS Technologies Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”). The Company and the Investor may be referred to herein individually as a “Party” and collectively as the “Parties”.
Executive Employment Agreement Dated as of February 3, 2023Executive Employment Agreement • February 9th, 2023 • AERWINS Technologies Inc. • Aircraft • Delaware
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between AERWINS Technologies Inc., a Delaware corporation previously named Pono Capital Corp. (the “Company”) and Shuhei Komatsu (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
WARRANT AGREEMENTWarrant Agreement • June 16th, 2021 • PONO Capital Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May ___, 2021, is by and between Pono Capital Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 7, 2022, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Aerwins Technologies, Inc.” (including any successor entity thereto, the “Purchaser”), AERWINS Technologies Inc. (the “Company”), and each of the Purchaser’s and/or the Company’s respective Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement. Purchaser, the Company and Subject Party may be referred to herein individually as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●] by and among (i) Pono Capital 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”). Each of the Purchaser and each Investor may be referred to herein individually as a “Party” and collectively as the “Parties”.
Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Pono Capital Corp Incorporated under the Laws of the State of DelawarePONO Capital Corp • July 8th, 2021 • Blank checks
This Warrant Certificate certifies that ______________________________, or registered assigns, is the registered holder of ____________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.000001 par value per share (“Common Stock”), of Pono Capital Corp, a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
OPTION AWARD AGREEMENT Dated as of February 3, 2023 [Taiji Ito]Option Award Agreement • February 9th, 2023 • AERWINS Technologies Inc. • Aircraft • Delaware
This Holder Option Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between AERWINS Technologies Inc., a Delaware corporation previously named Pono Capital Corp. (the “Company”), and Taiji Ito (the “Holder”). The Company and Holder may collective be referred to as the “Parties” and each individually as a “Party”.
GUARANTYGuaranty • April 13th, 2023 • AERWINS Technologies Inc. • Aircraft • New York
GUARANTY (the “Guaranty”), dated as of April 12, 2023, by AERWINS, INC., a Delaware corporation (the “Guarantor”), in favor of LIND GLOBAL FUND II LP (the “Lender”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2022, by and between (i) Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Benuvia, Inc.” (the “Purchaser”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined herein).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 13th, 2023 • AERWINS Technologies Inc. • Aircraft
This PLEDGE AGREEMENT (this “Agreement”) is made as of April 12, 2023, by and between AERWINS Technologies Inc., a Delaware corporation (the “Company”), and LIND GLOBAL FUND II LP (the “Secured Party”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • August 30th, 2023 • AERWINS Technologies Inc. • Aircraft • British Columbia
PURCHASER SUPPORT AGREEMENTPurchaser Support Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks • Delaware
This PURCHASER SUPPORT AGREEMENT, dated as of September 7, 2022 (this “Agreement”), by and among MEHANA EQUITY LLC (“Supporter”), Pono Capital Corp, Inc., a Delaware corporation (“Purchaser”), and AERWINS Technologies Inc. (the “Company”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Amendment to Senior Convertible Promissory Note Second Closing Note Dated as of August 25, 2023AERWINS Technologies Inc. • August 28th, 2023 • Aircraft
This Amendment to Senior Convertible Promissory Note (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between AERWINS Technologies Inc., a Delaware corporation (the “Maker”), and Lind Global Fund II LP, a Delaware limited partnership (together with its successors and representatives, the “Holder”). The Maker and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
JOINT VENTURE AGREEMENTJoint Venture Agreement • February 9th, 2023 • AERWINS Technologies Inc. • Aircraft
VAULT INVESTMENTS LLC, an investment company registered in Dubai, with address at Lootah Building Office- 218, Al Rigga, Dubai, UAE P.O. Box 233344 Dubai, UAE, license number 675916, herein represented in this act by its Chairman, SULTAN ALI RASHED LOOTAH, a citizen of the United Arab Emirates, herein referred to in this act as First Party or as VAULT;
ContractAERWINS Technologies Inc. • April 13th, 2023 • Aircraft
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
FORM OF PROMISSORY NOTEAERWINS Technologies Inc. • April 30th, 2024 • Aircraft
FOR VALUE RECEIVED, AERWINS Technologies, Inc., a Delaware corporation (the “Company” or “Borrower”), hereby unconditionally promises to pay to the order of Kiran Sidhu (the “Lender”) at such location designated by Lender in writing, in lawful money of the United States of America the principal sum of $__________________ which amounts have been previously advanced to the Company, plus such additional amounts as may be advanced by Lender to Borrower from time to time in Lender’s sole and absolute discretion (collectively, the “Principal Amount”). All outstanding principal unpaid on this Promissory Note shall be payable within 30 days after demand by Lender (the “Maturity Date”).
PONO CAPITAL CORP 643 Ilalo Street Honolulu, Hawaii 96813Letter Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks • Delaware
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Pono Capital Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • April 13th, 2023 • AERWINS Technologies Inc. • Aircraft
GUARANTOR SECURITY AGREEMENT (this “Agreement”), dated as of April 12, 2023, by and between AERWINS, INC., a Delaware corporation (the “Company”), and LIND GLOBAL FUND II LP (the “Secured Party”).
FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT, dated as of March 17, 2022 (this “Agreement”), by and among Pono Capital Corp., a Delaware corporation (“Pono”), Benuvia, Inc. (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”).
Amendment No. 2 to Securities Purchase AgreementSecurities Purchase Agreement • January 23rd, 2024 • AERWINS Technologies Inc. • Aircraft • Delaware
This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”) is entered into as of January 23, 2024 (the “Amendment Date”) by and between AERWINS Technologies Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”). The Company and the Investor may be referred to herein individually as a “Party” and collectively as the “Parties”.
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 7, 2022, by and between (i) Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Aerwins Technologies, Inc.” (the “Purchaser”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined herein). Purchaser and Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.
Piggyback Registration Rights Agreement Holder Name: _______________________ Date: ____________________, 2024Piggyback Registration Rights Agreement • February 28th, 2024 • AERWINS Technologies Inc. • Aircraft • Delaware
This Piggyback Registration Rights Agreement (this “Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”) by and between AERWINS Technologies, Inc., a Delaware corporation (the “Company”) and the person or entity as set forth above, and whose name is on the signature page hereof (“Holder”). Each of the Company and Holder may be referred to herein collectively as the “Parties” and separately as a “Party”.
