NON-REDEMPTION AGREEMENTNon-Redemption Agreement • February 6th, 2024 • ZUU Co. Ltd. • Services-offices & clinics of doctors of medicine
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of January 11, 2024, is made by and between Pono Capital Two, Inc., a Delaware corporation (the “Company”), ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).
AMENDMENT NO. 2 TO NON-REDEMPTION AGREEMENTNon-Redemption Agreement • August 20th, 2024 • ZUU Co. Ltd. • Services-offices & clinics of doctors of medicine • Delaware
This Amendment No. 2 to Non-Redemption (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Pono Capital Two, Inc., a Delaware corporation (the “Company”), ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • February 6th, 2024 • ZUU Co. Ltd. • Services-offices & clinics of doctors of medicine
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Acknowledgement and Waiver Pursuant to Non-Redemption AgreementZUU Co. Ltd. • August 20th, 2024 • Services-offices & clinics of doctors of medicine • Delaware
This Acknowledgement and Waiver Pursuant to Non-Redemption Agreement (this “Waiver”) is dated as of the date first set forth above (the “Waiver Date”), by and between (i) Pono Capital Two, Inc., a company incorporated in Delaware (the “Company”), (ii) ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Holder”), (iii) SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”). The Company, the Holder, the Target and Dr. Aikawa are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
Investment Partnership Contract December 25 , 2023ZUU Co. Ltd. • February 6th, 2024 • Services-offices & clinics of doctors of medicine
AMENDMENT TONon-Redemption Agreement • August 20th, 2024 • ZUU Co. Ltd. • Services-offices & clinics of doctors of medicine • Delaware
This Amendment to Non-Redemption (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Pono Capital Two, Inc., a Delaware corporation (the “Company”), ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • October 1st, 2024 • ZUU Co. Ltd. • Services-offices & clinics of doctors of medicine
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
