EXHIBIT
10.1


 


[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


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


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 [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you
may agree) 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
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 at JP Morgan Chase Bank, N.A. 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 Underwriter (with respect to the
Deferred Discount)).


 


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 by the Chief Executive Officer, Chief Financial Officer, Co-Executive Chairman
or Vice Chairman, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a
vote is held and (b) a joint written instruction signed by the Company and the Underwriter 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 directly to the account or accounts directed by the Underwriter 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 such notice as soon thereafter as possible.


 


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


 


cc:
Kingswood Capital Markets


 




    	 



     


    

 


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


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


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 the Company’s amended and restated certificate
of incorporation, as described in the Company’s Prospectus relating to the Offering. 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 Operating Account
and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the
Public Stockholders. The Company has selected 1 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(i) of the Trust Agreement.


 


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


 


cc:
Kingswood Capital Markets


 


	1	18
    months from the closing of the Offering or such later date as may be approved by the Company’s stockholders in accordance with
    the Company’s amended and restated certificate of incorporation.


 




    	 



     


    

 


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 - Tax Payment Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


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:
Kingswood Capital Markets


 




    	 



     


    

 


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 – Stockholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


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 shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of public shares of Common Stock if the Company has
not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate
of incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination
activity. 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:
Kingswood Capital Markets