PONO CAPITAL THREE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2023 • Pono Capital Three, Inc. • Blank checks • New York
Pono Capital Three, Inc., a Cayman Islands exempted company (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 AGREEMENT between PONO CAPITAL THREE, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 15th, 2023 • Pono Capital Three, Inc. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of February 9, 2023, between Pono Capital Three, Inc., a Cayman Islands exempted company with registration number 394949 (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 15th, 2023 • Pono Capital Three, Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 15, 2023, by and among Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 15th, 2023 • Pono Capital Three, Inc. • Blank checks
This Investment Management Trust Agreement (the “Agreement”) is made effective as of February 9, 2023 by and between Pono Capital Three, Inc., a Cayman Islands exempted company with registration number 394949 (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT NEW HORIZON AIRCRAFT LTD.Pre-Funded Common Share Purchase Warrant • June 24th, 2024 • New Horizon Aircraft Ltd. • Aircraft • New York
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (“Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from New Horizon Aircraft Ltd., a British Columbia corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant.
ContractSecurity Agreement • April 8th, 2024 • New Horizon Aircraft Ltd. • Aircraft
THIS ISSUANCE AND SALE OF THIS SECURITY AND THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 19th, 2024 • New Horizon Aircraft Ltd. • Aircraft • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of , 2024, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Three, Inc., a British Columbia company, which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) as “New Horizon Aircraft Ltd.” (including any successor entity thereto, the “Purchaser”), Robinson Aircraft Ltd. d/b/a Horizon Aircraft (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 Business Combination Agreement. Purchaser, the Company and Subject Party may be referred to herein individually as a “Party”
●] Class A Ordinary Shares (or Pre-Funded Warrants to Purchase [●] Shares of Common Stock in Lieu Thereof) Warrants to Purchase [●] Common Shares NEW HORIZON AIRCRAFT LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2024 • New Horizon Aircraft Ltd. • Aircraft • New York
New Horizon Aircraft Ltd., a British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to several underwriters named on Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”) for which EF Hutton LLC is acting as representative (the “Representative”) (i) an aggregate of [●] authorized but unissued Shares (the “Firm Shares” of Class A Ordinary Shares, no par value per share, of the Company (the “Common Shares”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Shares in lieu thereof at an exercise price of $0.00001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [●] Common Shares (the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional [●] Common Shares (the “Option Shares” and, together with the Firm Shares, the “
Pono Capital Three, Inc. Honolulu, Hawaii 96813Underwriting Agreement • February 15th, 2023 • Pono Capital Three, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 10,000,000 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 Class A ordinary share, having a par or nominal value of US $0.0001 per share, of the Company (the “Ordinary Shares”), and one redeemable warrant. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of US $11.50 per share, subject to adjustment. The Units shall be sold in the Public O
LOCK-UP AGREEMENTLock-Up Agreement • January 19th, 2024 • New Horizon Aircraft Ltd. • Aircraft • British Columbia
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2024, by and between (i) Pono Capital Three, Inc., a British Columbia company (the “Company”), (ii) Mehana Capital LLC (the “Sponsor”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as defined herein). Company, Sponsor and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2023 • Pono Capital Three, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2023, is made and entered into by and among Pono Capital Three, Inc., a Cayman Islands exempted company with registration number 394949 (the “Company”), Mehana Capital LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Representative”) and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the Representative 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2024 • New Horizon Aircraft Ltd. • Aircraft
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024 by and among (i) Robinson Aircraft Ltd. d/b/a Horizon Aircraft., a British Columbia company (“Horizon”), (ii) Pono Capital Three, Inc., a British Columbia company (the “Company”), (iii) Mehana Capital LLC, a Delaware limited liability company (the “Sponsor”), (iv) the executive officers and directors of the Company as of immediately prior to the consummation of the transactions contemplated by the BCA (as defined below) (with such executive officers and directors, together with Sponsor, the “Sponsor Parties”) and (v) the undersigned parties listed under Investor on the signature page hereto (each such party, together with the Sponsor Parties and 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 3rd, 2024 • Pono Capital Three, Inc. • Aircraft
In connection with the proposed business combination (the “Transaction”) between Pono Capital Three, Inc., a Cayman Islands exempted company (including its successor by continuation to British Columbia, Canada, the “Company”), and Robinson Aircraft Ltd, a British Columbia company d/b/a Horizon Aircraft (“Horizon”), the undersigned (the “Subscriber”) desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Common Shares”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all shares subscribed for by the undersigned being referred to herein as the “Purchase Price”), on the terms and subject to the conditions contained herein. In connection therewith, the undersigned and the Company agree as follows:
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • November 7th, 2024 • New Horizon Aircraft Ltd. • Aircraft • New York
THIS MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of November 1, 2024 (the “Effective Date”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), and (iv) New Horizon Aircraft Ltd. d/b/a Horizon Aircraft, a British Columbia company formerly known as Pono Capital Three, Inc.; a Cayman Islands exempted company (the “Company”). Each of the Company and Seller is referred to individually herein as a “Party” and collectively as the “Parties”.
FORM OF SHARE UNIT AGREEMENTShare Unit Agreement • May 3rd, 2024 • New Horizon Aircraft Ltd. • Aircraft
This Share Unit Agreement is entered into between New Horizon Aircraft Ltd. (the “Company”) and the Participant named below, pursuant to the Company’s Omnibus Share Incentive Plan (the “Plan”), a copy of which is attached hereto, and confirms that on:
FORM OF DSU AGREEMENTDsu Agreement • May 3rd, 2024 • New Horizon Aircraft Ltd. • Aircraft
This DSU Agreement is entered into between New Horizon Aircraft Ltd. (the “Company”) and the Participant named below, pursuant to the Company’s Omnibus Share Incentive Plan (the “Plan”), a copy of which is attached hereto, and confirms that on:
ROBINSON AIRCRAFT ULC OPTION AGREEMENTOption Agreement • May 3rd, 2024 • New Horizon Aircraft Ltd. • Aircraft • British Columbia
Participant initials I understand that the Corporation is relying on my acknowledgement, representation and waiver in this section 10 in granting the Option to me under this agreement.
SUBSCRIPTION AGREEMENT – common shares and Preferred SharesSubscription Agreement • December 20th, 2024 • New Horizon Aircraft Ltd. • Aircraft
Canso Investment Counsel Ltd., in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it (the “Purchaser”), hereby subscribes for and agrees to purchase a total of [●] Class A ordinary shares of the Issuer (the “Subscribed Common Shares” and each Class A ordinary share in the authorized share structure of the Issuer, a “Common Share”) at a price of US$0.36 per share, and [●] preferred shares of the Issuer (the “Subscribed Preferred Shares” and each preferred share, once created, a “Preferred Share” and collectively with the Subscribed Common Shares, the “Subscribed Shares”) at a price of US$1,000 per share, subject to the terms and conditions set out in the Schedules hereto. This agreement, which for greater certainty includes and incorporates the attached Schedules, is referred to herein as the “Agreement”. The purchase price for the Subscribed Shares shall be paid in Canadian dollars based on a fixed exchange rate of CAD$1.40 for each US$1.00.
AMENDMENT NO. 1 TO COMMON SHARES PURCHASE WARRANTCommon Shares Purchase Warrant • September 5th, 2024 • New Horizon Aircraft Ltd. • Aircraft
This AMENDMENT NO. 1 TO COMMON SHARES PURCHASE WARRANT, dated as of September 5, 2024 (this “Amendment”), amends that certain COMMON SHARES PURCHASE WARRANT (the “Warrant”), dated as of August 21, 2024, by New Horizon Aircraft Ltd. (the “Company”) for the benefit of the holder thereof or its permitted assigns (“Holder”). The Company and Holder are referred to collectively herein as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant.
INDEMNITY AGREEMENTIndemnification Agreement • January 19th, 2024 • New Horizon Aircraft Ltd. • Aircraft • British Columbia
VOTING AGREEMENTVoting Agreement • August 15th, 2023 • Pono Capital Three, Inc. • Blank checks
This VOTING AGREEMENT, dated as of August 15, 2023 (this “Agreement”), by and among Pono Capital Three, Inc., a Cayman Islands exempted company (the “SPAC”), Robinson Aircraft Ltd., a British Columbia company (the “Company”), and each of the shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Shareholder” and, collectively, the “Company Shareholders”). SPAC, the Company and each Company Shareholder may be referred to herein individually as a “Party” and collectively as the “Parties.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 15th, 2023 • Pono Capital Three, Inc. • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of August 15, 2023 (this “Agreement”), by and among MEHANA CAPITAL LLC, a Delaware limited liability company (“Supporter”), Pono Capital Three, Inc., a Cayman Islands exempted company (“SPAC”), and Robinson Aircraft Ltd. d/b/a Horizon Aircraft (the “Company”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA (as defined below).
FORM OF OPTION AGREEMENTOption Agreement • May 3rd, 2024 • New Horizon Aircraft Ltd. • Aircraft
This Option Agreement is entered into between New Horizon Aircraft Ltd. (the “Company”) and the Participant named below, pursuant to the Company’s Omnibus Share Incentive Plan (the “Plan”), a copy of which is attached hereto, and confirms that on:
COMMON SHARES PURCHASE WARRANT NEW HORIZON AIRCRAFT LTD.Common Shares Purchase Warrant • June 24th, 2024 • New Horizon Aircraft Ltd. • Aircraft • New York
THIS COMMON SHARES PURCHASE WARRANT (“Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2029 (the “Termination Date”) but not thereafter, to purchase from New Horizon Aircraft Ltd., a British Columbia corporation (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONTRACTOR AGREEMENTContractor Agreement • January 19th, 2024 • New Horizon Aircraft Ltd. • Aircraft • Alberta
WHEREAS the Company completed a business combination with Robinson Aircraft Ltd. (“Robinson”) whereby the Company has acquired all of the issued and outstanding shares of Robinson (the “Sale”);
BUSINESS COMBINATION AGREEMENT by and among Pono Capital Three, Inc. as the SPAC, Robinson Aircraft Ltd. d/b/a Horizon Aircraft as the Company, and Pono Three Merger Acquisitions Corp. as Merger Sub Dated as of August 15, 2023Business Combination Agreement • August 15th, 2023 • Pono Capital Three, Inc. • Blank checks • British Columbia
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENTForward Purchase Agreement • February 21st, 2024 • New Horizon Aircraft Ltd. • Aircraft
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of February 14, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) and (iv) New Horizon Aircraft Ltd. d/b/a Horizon Aircraft, a British Columbia company (“HOVR” or “Target” and formerly known as Pono Capital Three, Inc., a Cayman Islands exempted company, “PTHR”).
Pono Capital Three, Inc.Administrative Support Agreement • February 15th, 2023 • Pono Capital Three, Inc. • Blank checks
This letter agreement by and between Pono Capital Three, Inc.(the “Company”) and Mehana Capital LLC (“Mehana Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
