0001493152-22-016619 Sample Contracts

WARRANT AGREEMENT between PONO CAPITAL TWO, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • June 14th, 2022 • Pono Capital Two, Inc. • New York

This Warrant Agreement (this “Agreement”), is made as of [ ], 2022, between Pono Capital Two, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).

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AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • June 14th, 2022 • Pono Capital Two, Inc. • Delaware

This AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of May 17, 2022 (the “Effective Date”), Mehana Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Pono Capital Two, Inc., a Delaware corporation (the “Company,” “we” or “us”).

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