REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2021 • PONO Capital Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2021, is made and entered into by and among Pono Capita Corp, a Delaware corporation (the “Company”), Mehana Equity LLC, a _____________ limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
PONO CAPITAL CORPPONO Capital Corp • June 16th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 22, 2021 by and between Mehana Equity LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Pono Capital Corp, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.000001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • June 16th, 2021 • PONO Capital Corp • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _____, 2021, by and between Pono Capital Corp, a Delaware corporation (the “Company”), and __________, an individual (“Indemnitee”).
Pono Capital CorpLetter Agreement • June 16th, 2021 • PONO Capital Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pono Capital Corp, a Delaware corporation (the “Company”), and Kingswood Capital Markets, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.000001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to
WARRANT AGREEMENTWarrant Agreement • June 16th, 2021 • PONO Capital Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May ___, 2021, is by and between Pono Capital Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Pono Capital Corp Incorporated under the Laws of the State of DelawarePONO Capital Corp • June 16th, 2021 • Blank checks
This Warrant Certificate certifies that ______________________________, or registered assigns, is the registered holder of ____________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.000001 par value per share (“Common Stock”), of Pono Capital Corp, a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
