REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2023 • Pono Capital Three, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Pono Capital Three, Inc., a Cayman Islands exempted company with registration number [ ] (the “Company”), Mehana Capital LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Representative”) and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the Representative 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 THREE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2023 • Pono Capital Three, Inc. • Blank checks • New York
Pono Capital Three, Inc., a Cayman Islands exempted company (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 AGREEMENT between PONO CAPITAL THREE, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 10th, 2023 • Pono Capital Three, Inc. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of [ ], 2023, between Pono Capital Three, Inc., a Cayman Islands exempted company with registration number [ ] (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Pono Capital Three, Inc. Honolulu, Hawaii 96813 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 10th, 2023 • Pono Capital Three, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 10,000,000 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 Class A ordinary share, having a par or nominal value of US $0.0001 per share, of the Company (the “Ordinary Shares”), and one redeemable warrant. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of US $11.50 per share, subject to adjustment. The Units shall be sold in the Public O
