EXHIBIT
10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of July ___, 2021, by and between
Pono Capital Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-257150 (the “Registration
Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s
units (the “Units”), each of which consists of one share of the Company’s Class A common stock, par value
$0.000001 per share (the “Class A Common Stock”), and three-quarters of one redeemable warrant, each whole
warrant entitling the holder thereof to purchase one share of Class A Common Stock (such initial public offering hereinafter referred
to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange
Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with EF Hutton, division
of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Prospectus, $101,500,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $116,725,000, if the Underwriters’ over-allotment option is exercised in full) will
be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Class A Common Stock included in the Units issued in the
Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred
to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together
as the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $3,000,000, or $3,450,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
$100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or
less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;


 




    	 



    	 



    

 


(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the Property, as such
term is used herein;


 


(e)
Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President,
Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of
the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not
previously released to the Company to pay its taxes (less up to $70,000 of interest that may be released to the Company to pay dissolution
expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the
later of (1) 12 months (or up to 18 months from the closing of this offering at the election of the Company in two separate three month
extensions subject to satisfaction of certain conditions) after the closing of the Offering and (2) such later date as may be approved
by the Company’s shareholders in accordance with the Company’s amended and restated certificate of incorporation if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with
the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest
not previously released to the Company to pay its taxes (less up to $70,000 of interest that may be released to the Company to pay dissolution
expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event
the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate
the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i) the Trustee
shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders.


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested
by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned
on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment,
and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account
as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal amount
per share initially deposited in the Trust Account. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Class
A Common Stock from Public Stockholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation to modify the substance or timing of the ability of Public Stockholders to seek redemption
in connection with an initial Business Combination or the Company’s obligation to redeem 100% of its public Class A Common Stock
if the Company has not consummated an initial Business Combination within such time as is described in Section 1(i) of the Agreement.
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute
said funds, and the Trustee shall have no responsibility to look beyond said request; and


 




    	 



    	 



    

 


(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer,
Chief Financial Officer President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j)
and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and
in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until the closing of the Business Combination (defined below). The Company shall pay the
Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund
to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A and as may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


 


(e)
Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)
Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the
account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust
Account to the Company or any other person;


 


(g)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement; and


 




    	 



    	 



    

 


(h)
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such
over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no
event be less than $3,450,000.


 


3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or
other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine
and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give
its prior written consent thereto;


 


(g)
Verify the accuracy of the information contained in the Registration Statement;


 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, except pursuant to Section
1(j) hereof; or


 


(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k)hereof.


 


4.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 




    	 



    	 



    

 


5.
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with
the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.


 


(b)
This 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. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative
vote of sixty five percent (65%) of the then outstanding Class A Common Stock and Class B Common Stock, par value $0.000001 per share,
of the Company voting together as a single class; provided that no such amendment will affect any Public Stockholder who has otherwise
indicated his election to redeem his Class A Common Stock in connection with a shareholder vote sought to amend this Agreement), this
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved
of all liability to any party for executing the proposed amendment in reliance thereon.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 




    	 



    	 



    

 


(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this 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 by
electronic mail:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com and


 cgonzalez@continentalstock.com




 


if
to the Company, to:


 


Pono
Capital Corp


643
Ilalo Street


Honolulu,
Hawaii 96813


Attn:
Dustin Shindo


Email:
dshindo@ponocorp.com


 


with
copies to:


 


Rimon
P.C.


1717
K. Street, NW Suite 900


Washington,
DC 20006


Attn:
Debbie A. Klis, Esq.


Email:
debbie.klis@rimonlaw.com


 


and


 


EF
Hutton,


division
of Benchmark Investments, LLC


17
Battery Pl Suite 625


New
York, NY 10004


Attn:
David Boral


Email:
dboral@efhuttongroup.com


 


with
copies to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Attn:
Jessica Yuan, Esq.


Email:
jyuan@egsllp.com


 


(f)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance.


 


(g)
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(h)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(i)
Each of the Company and the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters are third party
beneficiaries of this Agreement.


 


(j)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER &

                                                                     TRUST COMPANY, AS TRUSTEE,

	 	 	 
	 	By:
    	                   
	 	Name:	 
	 	Title:

    
	 
	 	 	 
	 	PONO
    CAPITAL CORP
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 	cc:	EF Hutton




 




    	 



    	 



    




 





SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	 	 	 	 	 	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer	 	$	3,500	 
	Trustee administration fee	 	Payable annually, first year fee payable, at initial closing of Offering by wire transfer; thereafter by wire transfer or check	 	$	10,000	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	250	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i), (j) and (k)	 	Billed to Company upon delivery of service pursuant to Section 1(i), (j) and (k)	 	 	Prevailing rates	 




 



    	 



    	 



    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
Date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:
    	Trust
    Account No. Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Pono Capital Corp (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ * ] , 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [ * ], 2021.
The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination
(the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
on [ * ], 2021, and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on
the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters
(with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account
at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the
Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed
to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representative
from the Trust Account (the “Instruction Letter”).


 


You
are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 
	 	Pono
    Capital Corp
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:
    	EF
    Hutton


 




    	 



    	 



    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:
    	Trust
    Account - Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Pono Capital Corp (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ * ], 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in Section 1(i) of the Trust Agreement. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on [ *
], 2021 and to transfer the total proceeds into the trust checking account at a segregated account held by you on behalf of the Beneficiaries
to await distribution to the Public Stockholders. The Company has selected 12 months (or up to 18 months from the closing of this offering
at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions) as the
effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds.


 


You
agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the
Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation
of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to
liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided
in Section 1(j) of the Trust Agreement.


 


	 	Very
    truly yours, 
	 	 
	 	Pono
    Capital Corp
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:
    	EF
    Hutton


 




    	 



    	 



    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:
    	Trust
    Account No. Withdrawal Instruction


 


Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Pono Capital Corp (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ * ], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $[ * ] of the interest income earned on the Property,
as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours, 
	 	 
	 	Pono
    Capital Corp
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:
    	EF
    Hutton


 







    	 



    	 



    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:
    	Trust
    Account No. Shareholder Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Pono Capital Corp (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ * ], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[ * ] of
the principal and interest income earned on the Property, as of the date hereof to a segregated account held by you on behalf of the
Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public Stockholders who have properly elected to have their Class A Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Beneficiaries.     



 


	 	Very
    truly yours, 
	 	 
	 	Pono
    Capital Corp
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:
    	EF
    Hutton