SUBSCRIPTION AGREEMENTSubscription Agreement • August 15th, 2023 • Pono Capital Three, Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 15, 2023, by and among Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 15th, 2023 • Pono Capital Three, Inc. • Blank checks • British Columbia
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2023, by and between (i) Pono Capital Three, Inc., a Cayman Islands exempted company (the “Company”), (ii) Mehana Capital LLC (the “Sponsor”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as defined herein). Company, Sponsor and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 15th, 2023 • Pono Capital Three, Inc. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2023 by and among (i) Robinson Aircraft Ltd. d/b/a Horizon Aircraft., a British Columbia c ompany (“Horizon”), (ii) Pono Capital Three, Inc., a Cayman Islands exempted company (including its su ccessors by continuance, the “Company”), (iii) Mehana Capital LLC, a Delaware limited liability compan y (the “Sponsor”), (iv) the executive officers and directors of the Company as of immediately prior to the consummation of the transactions contemplated by the BCA (as defined below) (with such ex ecutive officers and directors, together with Sponsor, the “Sponsor Parties”) and (v) the undersigned parti es listed under Investor on the signature page hereto (each such party, together with the Sponsor Parties an d any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Ag reement, an “Investor” and collectively the “Investors”).
VOTING AGREEMENTVoting Agreement • August 15th, 2023 • Pono Capital Three, Inc. • Blank checks
This VOTING AGREEMENT, dated as of August 15, 2023 (this “Agreement”), by and among Pono Capital Three, Inc., a Cayman Islands exempted company (the “SPAC”), Robinson Aircraft Ltd., a British Columbia company (the “Company”), and each of the shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Shareholder” and, collectively, the “Company Shareholders”). SPAC, the Company and each Company Shareholder may be referred to herein individually as a “Party” and collectively as the “Parties.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 15th, 2023 • Pono Capital Three, Inc. • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of August 15, 2023 (this “Agreement”), by and among MEHANA CAPITAL LLC, a Delaware limited liability company (“Supporter”), Pono Capital Three, Inc., a Cayman Islands exempted company (“SPAC”), and Robinson Aircraft Ltd. d/b/a Horizon Aircraft (the “Company”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA (as defined below).
BUSINESS COMBINATION AGREEMENT by and among Pono Capital Three, Inc. as the SPAC, Robinson Aircraft Ltd. d/b/a Horizon Aircraft as the Company, and Pono Three Merger Acquisitions Corp. as Merger Sub Dated as of August 15, 2023Business Combination Agreement • August 15th, 2023 • Pono Capital Three, Inc. • Blank checks • British Columbia
