0001193125-23-024348 Sample Contracts

FORM OF AERWINS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • February 3rd, 2023 • AERWINS Technologies Inc. • Aircraft • Delaware

This subscription agreement (the “Agreement”) is entered into on February 2, 2023, by and among ____________ (collectively referred to herein as the “Subscriber” or “you”), AERWINS, Inc., a Delaware corporation (the “Company,” “we” or “us”) and Pono Capital Corp., a Delaware corporation (“Pono”). Pursuant to the terms hereof, the Company hereby accepts the offer of the Subscriber to subscribe for an aggregate 3,196,311 shares of its common stock (the “Shares”), which will be immediately exchanged for 5,000,000 shares of common stock of Pono (the “Pono Shares”) upon consummation of the business combination between the Company and Pono (the “Business Combination”) in connection with the merger agreement (the “Merger Agreement”) entered into between the Company and Pono and filed as an exhibit to the Registration Statement (as defined below). The issuance of the Shares and the exchange of the Shares for the Pono Shares is collectively referred to herein as the “Transaction”. This Agreemen

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