AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Pono Capital Two, Inc. as the Purchaser, Pono Two Merger Sub, Inc. as Merger Sub, Mehana Capital LLC, in the capacity as the Purchaser Representative, Yoshiyuki Aikawa, in his personal...Agreement and Plan of Merger • June 22nd, 2023 • Pono Capital Two, Inc. • Blank checks • New York
This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 21, 2023 (the “Agreement Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) Pono Two Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Mehana Capital LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Yoshiyuki Aikawa, in his personal capacity and in the capacity as the representative from and after the Effective Time for the Company Security Holders (as defined below) as of im
