REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2021, is made and entered into by and among Pono Capita Corp, a Delaware corporation (the “Company”), Mehana Equity LLC, a Delaware 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 CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks • New York
Pono Capital Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 10, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 10, 2021, by and between Pono Capital Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
August 10, 2021Letter Agreement • August 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 EF Hutton, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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 three-fourths 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 a registrat
PONO CAPITAL CORP 643 Ilalo Street Honolulu, Hawaii 96813Letter Agreement • August 16th, 2021 • Pono Capital Corp • Blank checks • Delaware
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Pono Capital Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
