AGREEMENT AND PLAN OF MERGERMerger Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks • New York
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 7, 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 “Aerwins Technologies, Inc.” (including any successor entity thereto, the “Purchaser”), AERWINS Technologies 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. Purchaser, the Company and Subject Party may be referred to herein individually as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●] by and among (i) Pono Capital Corp., a Delaware corporation (the “Purchaser”), and (ii) and the undersigned parties listed under Investor 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, an “Investor” and collectively the “Investors”). Each of the Purchaser and each Investor may be referred to herein individually as a “Party” and collectively as the “Parties”.
PURCHASER SUPPORT AGREEMENTPurchaser Support Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks • Delaware
This PURCHASER SUPPORT AGREEMENT, dated as of September 7, 2022 (this “Agreement”), by and among MEHANA EQUITY LLC (“Supporter”), Pono Capital Corp, Inc., a Delaware corporation (“Purchaser”), and AERWINS Technologies 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).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 7, 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 “Aerwins Technologies, 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). Purchaser and Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.
VOTING AGREEMENTVoting Agreement • September 7th, 2022 • Pono Capital Corp • Blank checks • New York
This VOTING AGREEMENT, dated as of September 7, 2022 (this “Agreement”), by and among Pono Capital Corp., a Delaware corporation (the “Purchaser”), AERWINS Technologies Inc., a Delaware corporation (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”). Purchaser, the Company and each Company Stockholder may be referred to herein individually as a “Party” and collectively as the “Parties”.
