REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2022 by and among (i) Pono Capital Corp., a Delaware corporation (including its successors, the “Company”), and (ii) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 17, 2022, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Benuvia, Inc.” (including any successor entity thereto, the “Purchaser”), Benuvia, Inc. (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 Merger Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2022, by and between (i) Pono Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Benuvia, Inc.” (the “Purchaser”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined herein).
FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT, dated as of March 17, 2022 (this “Agreement”), by and among Pono Capital Corp., a Delaware corporation (“Pono”), Benuvia, Inc. (the “Company”), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Stockholder” and, collectively, the “Company Stockholders”).
SUPPORT AGREEMENTSupport Agreement • March 18th, 2022 • Pono Capital Corp • Blank checks • Delaware
This SUPPORT AGREEMENT, dated as of March 17, 2022 (this “Agreement”), by and among MEHANA EQUITY LLC and the individual signatories hereto (each, a “Supporter”), Pono Capital Corp, Inc., a Delaware corporation (“Purchaser”), and Benuvia, Inc. (the “Company”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
