Exhibit
10.7


 


[    
], 2023


 


Pono
Capital Three, Inc.


643
Ilalo Street, #102


Honolulu,
Hawaii 96813


 


Re:
Initial Public Offering


 


Ladies
and Gentlemen:


 


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 Offering pursuant
to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S.
Securities and Exchange Commission (the “Commission”) and the Units have been approved to be listed on the
Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 13 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mehana Capital LLC (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each,
an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as
follows:


 


1.
It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior written consent of the Sponsor.


 


2.
The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of
any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder
approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it,
he or she will not seek to sell its, his or her Ordinary Shares to the Company in connection with such tender offer.


 




    	 



     


    




 


3.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 9 months
from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period
of time to consummate a Business Combination, as described in more detail in the Prospectus) or such later period approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association, the Sponsor and each
Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100%
of the Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay its taxes (net of taxes payable and less up to US $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish
all Public Shareholders’ rights as shareholders of the Company (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to
the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
The Sponsor and each Insider agree not to propose any amendment to the Company’s amended and restated memorandum and articles of
association that would modify (i) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if
the Company does not complete a Business Combination within 9 months from the closing of the Public Offering (or up to 18 months from
the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in more
detail in the Prospectus) or (ii) the other provisions relating to shareholders’ rights or pre-initial business combination activities,
unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable) divided by the number of then outstanding Offering Shares. The Sponsor and each Insider agree
to waive its redemption rights with respect to shares of Capital Stock owned by it in connection with a shareholder vote to approve an
amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of
the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 9
months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the
period of time to consummate a Business Combination, as described in more detail in the Prospectus) or (B) with respect to any other
provision relating to shareholders’ rights or pre-initial business combination activity.


 


Each
of the Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Ordinary
Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him
or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or in the context
of a tender offer made by the Company to purchase Ordinary Shares (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within 9 months from the date of the closing of the Public Offering (or up to 18 months from the closing of the
Public Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Prospectus)).


 




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4.
The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target business
that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, the Company must obtain an opinion
from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority or an independent accounting
firm that such Business Combination is fair to the Company from a financial point of view.


 


5.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated
thereunder, with respect to any Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable
for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable,
or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the
Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set
forth in this paragraph 5 or paragraph 9 below, the Company shall announce the impending release or waiver by press release through a
major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall
only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply
if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be
bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the
time of the transfer.


 


6.
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered
or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality
or other similar agreement for a Business Combination (a “Target”); provided, however, that such indemnification
of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered
(other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount
of funds in the Trust Account to below (i) US $10.25 per share of the Offering Shares or (ii) such lesser amount per share of the Offering
Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account,
in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as
to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and
except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor
shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 




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7.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to the product of 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 1,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Initial Shareholders will own an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after the
Public Offering (excluding the Private Placement Units and the Ordinary Shares to be issued to the Underwriter as compensation).


 


8.
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 2, 3, 4, 5, 6, 7, 8, 9(a), 9(b),
and 11 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party
shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of
such breach.


 


9.
(a) The Sponsor and each Insider agrees that it or he shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion
thereof) until the earlier of (A) six months after the date of the Company’s initial Business Combination or (B) subsequent to
the Company’s initial Business Combination, (x) if the reported last sale price of the Ordinary Shares equals or exceeds US $12.00
per share (as adjusted for share splits, share dividends, right issuances, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or
(y) the date on which the Company completes a liquidation, merger, capital share exchange, reorganization or other similar transaction
that results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the
“Founder Shares Lock-up Period”).


 




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(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares,
the Private Placement Warrants or Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants, until 30 days
after the completion of the initial Business Combination (the “Private Placement Units Lock-up Period”, together
with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 5, 9(a) and 9(b), Transfers of the Founder Shares, Private Placement Units, Private
Placement Shares, Private Placement Warrants and Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement
Warrants or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with
this paragraph 9(c)), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors or any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a
member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate
family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e)
by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the
price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion
of an initial Business Combination; (g) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement
upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital share exchange, reorganization
or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however,
that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company
agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions
relating to voting, the Trust Account and liquidating distributions).


 


10.
Each of the Sponsor and the Insiders represents and warrants that it, he or she has never been suspended or expelled from membership
in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus)
is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Sponsor
and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant
in any such criminal proceeding. The Company represents and warrants that, to its knowledge, (i) none of its advisors has been suspended
or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked, (ii) each advisor’s biographical information furnished to the Company (including any such information
included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to such advisor’s
background and each advisor’s questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its advisors
is subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; and (iii) none of its advisors has been convicted
of, or pleaded guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of another person,
or (z) pertaining to any dealings in any securities and none of its advisors is currently a defendant in any such criminal proceeding.


 




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11.
(a) Except as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent
to the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Securities and Exchange
Commission), neither the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any
affiliate thereof shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment
of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the
Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which
will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a
loan and advances up to an aggregate of US $300,000 made to the Company by Mehana Capital LLC; reimbursement for any out-of-pocket expenses
related to identifying, investigating and consummating an initial Business Combination; payment to an affiliate of the Sponsor of US
$10,000 per month, for up to 9 months (or up to 18 months if the Company extends the period of time to consummate a Business Combination),
for office space, utilities and secretarial and administrative support; and repayment of non-interest bearing loans, if any, and on such
terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s officers or directors to
finance transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate
an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay
such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to US $1,500,000 of such loans may
be convertible into units, at a price of US $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination.
The units would be identical to the Private Placement Units. Additionally, up to US $2,970,000 (or US $3,415,500 if the underwriters’
over-allotment option is exercised in full) may be loaned by the Sponsor to fund nine one-month extensions on the period of time in which
the Company has to consummate a Business Combination. Such loans may be convertible into units at a price of US $10.00 per unit, which
units would be identical to the Private Placement Units.


 


12.
Each of the Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement
and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer and/or a director of the Company.


 




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13.
As used herein, (i) “Business Combination” shall mean a merger, capital share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall
mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean the 2,875,000 shares of
the Company’s Class B Ordinary Shares, having a par or nominal value of US $0.0001 per share, initially held by the Sponsor (up
to 375,000 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised
in full by the Underwriters); (iv) “Initial Shareholders” shall mean the Sponsor and any other holder of Founder Shares immediately
prior to the Public Offering; (v) “Private Placement Shares” shall mean the 571,375 Ordinary Shares included within the Private
Placement Units (or up to 634,375 Ordinary Shares if the over-allotment option is exercised in full); (vi) “Private Placement Units”
shall mean the 571,375 units to be purchased by the Sponsor, or up to 634,375 units if the over-allotment option is exercised in full,
each comprised of one share of Ordinary Shares and one warrant to purchase one share of Ordinary Shares, that the Sponsor has agreed
to purchase for an aggregate purchase price of US $5,713,750 (or up to US $6,343,750 if the over-allotment option is exercised in full),
or purchase price of US $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to purchase up to 571,375 Ordinary Shares
(or up to 634,375 Ordinary Shares if the over-allotment option is exercised in full) included within the Private Placement Units; (viii)
“Public Shareholders” shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units
shall be deposited; and (x) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to
sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


14.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


15.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


16.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 




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17.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


18.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


19.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


20.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


21.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed
by [       ]; provided further that paragraph 6 of this Letter Agreement shall survive such liquidation.


 




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	 	Sincerely,
    
	 	 	 
	 	Pono
    Capital Three, Inc. 
	 	 	 
	 	By:	 
	 	Name:	Davin Kazama
	 	Title:	Chief Executive Officer


 


	 	HOLDER:
	 	 	 
	 	By:	 
	 	Name:	Gary Miyashiro
	 	 	 
	 	By:	 
	 	Name:
    	Dustin
    Shindo
	 	 	 
	 	By:	 
	 	Name:	Kotaro Chiba
	 	 	 
	 	By:	 
	 	Name:	Mike Sayama
	 	 	 
	 	By:	 
	 	Name:
    	Trisha
    Nomura


 


	 	MEHANA
CAPITAL LLC, a Delaware limited liability company

	 	 	 
	 	By:	 
	 	Name:	Dustin
    Shindo
	 	Title:	Managing
    Member


 


[Signature
Page to Letter Agreement]


 




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