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”
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 • 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”).
INDEMNITY AGREEMENTIndemnification Agreement • January 19th, 2024 • New Horizon Aircraft Ltd. • Aircraft • British Columbia
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”);
