WARRANT AGREEMENT between PONO CAPITAL TWO, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant 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”).
AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENTSecurities 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”).
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
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • February 2nd, 2023 • Pono Capital Two, Inc. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of January 31, 2023, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Two, Inc., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “SBC Medical Group Holdings Incorporated” (including any successor entity thereto, the “Purchaser”), SBC Medical Group Holdings Incorporated, a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “SBC Medical Operations, Inc.” (the “Company”), and each of the Purchaser’s and/or the Company’s respective Affiliates, successors and direct and indirect Subsidiaries including each of the Target Companies (as defined in the Merger Agreement) (collectively with the Purchaser and the Company, the “Co
PONO CAPITAL TWO, INC. UNDERWRITING AGREEMENTAgreement • July 25th, 2022 • Pono Capital Two, Inc. • Blank checks • New York
Pono Capital Two, Inc., a Delaware corporation (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:
PURCHASER SUPPORT AGREEMENTPurchaser Support Agreement • February 2nd, 2023 • Pono Capital Two, Inc. • Blank checks
This PURCHASER SUPPORT AGREEMENT, dated as of January 31, 2023 (this “Agreement”), by and among MEHANA CAPITAL LLC (“Supporter”), Pono Capital Two, Inc., a Delaware corporation (“Purchaser”), and SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • January 18th, 2024 • Pono Capital Two, Inc. • Services-offices & clinics of doctors of medicine
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of January 11, 2024, is made by and between Pono Capital Two, Inc., a Delaware corporation (the “Company”), [_] (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).
Note Purchase Agreement By and Between Pono Capital Two, Inc. and SBC Medical Group Holdings IncorporatedNote Purchase Agreement • May 19th, 2023 • Pono Capital Two, Inc. • Blank checks • Delaware
This Note Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of May 18, 2023 (the “Effective Date”), by and between Pono Capital Two, Inc., a Delaware corporation (the “Company”) and SBC Medical Group Holdings Incorporated, a Delaware corporation (“Buyer”). The Company and Buyer may be collectively referred to herein as the “Parties” and individually as a “Party.”
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • May 4th, 2023 • Pono Capital Two, Inc. • Blank checks • New York
This NON-REDEMPTION AGREEMENT, dated as of May [_]. 2023 (this “Agreement”), is entered into by Pono Capital Two, Inc., a Delaware corporation (the “PONO”), Mehana Capital LLC, a Delaware limited liability company (“Sponsor”) and [_] ( “Stockholder”)
LOCK-UP AGREEMENTLock-Up Agreement • February 2nd, 2023 • Pono Capital Two, Inc. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2023, by and between (i) Pono Capital Two, Inc., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “SBC Medical Group Holdings Incorporated” (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”.
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 11th, 2023 • Pono Capital Two, Inc. • Blank checks • Delaware
This First Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment 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 the capacity as the representative from and after the Effective Time for the Company Security Holders (as defined belo
VOTING AGREEMENTVoting Agreement • February 2nd, 2023 • Pono Capital Two, Inc. • Blank checks
This VOTING AGREEMENT, dated as of January 31, 2023 (this “Agreement”), by and among Pono Capital Two, Inc., a Delaware corporation (the “Purchaser”), SBC Medical Group Holdings Incorporated, 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”. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Merger Agreement.
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 the capacity as the Seller...Agreement and Plan of Merger • February 2nd, 2023 • Pono Capital Two, Inc. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 31, 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 the capacity as the representative from and after the Effective Time for the Company Security Holders (as defined below) as of immediately prior to the Effective Time in accord
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 26th, 2023 • Pono Capital Two, Inc. • Blank checks • Delaware
This Second Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment 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 the capacity as the representative from and after the Effective Time for the Company Security Holders (as defined bel
FIRST AMENDMENT AND ADDENDUM TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 1st, 2023 • Pono Capital Two, Inc. • Blank checks • Delaware
This First Amendment and Addendum to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment 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 the capacity as the representative from and after the Effective Time for the Company Security Holders (as defined below) as of
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of April 22, 2024And Restated Agreement and Plan of Merger • April 23rd, 2024 • Pono Capital Two, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Fourth Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment 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 the capacity as the representative from and after the Effective Time for the Company Security Holders (as defined bel
AMENDMENT TONon-Redemption Agreement • March 19th, 2024 • Pono Capital Two, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Amendment to Non-Redemption (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Pono Capital Two, Inc., a Delaware corporation (the “Company”), ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 2nd, 2023 • Pono Capital Two, Inc. • Blank checks • Delaware
This Second Amendment to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment 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 the capacity as the representative from and after the Effective Time for the Company Security Holders (as defined below) as of immediately
form of REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 2nd, 2023 • Pono Capital Two, Inc. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [__________], 2023 by and among (i) Pono Capital Two, Inc., 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”.
THIRD AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 29th, 2023 • Pono Capital Two, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Third Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment 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 the capacity as the representative from and after the Effective Time for the Company Security Holders (as defined belo
AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 1st, 2024 • Pono Capital Two, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Amendment (this “Amendment”) to that certain Note Purchase Agreement, dated as of May 18, 2023 (the “Agreement”), by and between Pono Capital Two, Inc., a Delaware corporation (the “Company”) and SBC Medical Group Holdings Incorporated, a Delaware corporation (“Buyer”), is made and entered into effective as of February 27, 2024 by the Company and Buyer.
