STANDBY EQUITY PURCHASE AGREEMENTStandby Equity 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
