Exhibit
10.8


 


PONO
CAPITAL CORP

643 Ilalo Street

Honolulu, Hawaii 96813


 


________,
2021


 


Mehana
Equity LLC

643 Ilalo Street

Honolulu, Hawaii 96813


 


Ladies
and Gentlemen:


 


This
letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration
statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Pono
Capital Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business
combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter
referred to as the “Termination Date”):


 


	 	i.	Mehana
    Equity LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company, at 643 Ilalo Street,
    Honolulu, Hawaii (or any successor location), certain office space, utilities, secretarial and administrative services, as may be
    required by the Company from time to time;
	 	 	 
	 	ii.	In
    exchange therefor, the Company shall pay Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter
    until the Termination Date; and
	 	 	 
	 	ii.	Sponsor
    hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”) in or to any monies that
    may be set aside in a trust account (the “Trust Account”) that may be established upon the consummation of the IPO, and
    hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
    with the Company and will not seek recourse against the Trust Account for any reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.


 


The
parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the
other party.


 


This
letter agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without
giving effect to its choice of laws principles that will apply the laws of another jurisdiction.


 


This
letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all
of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this letter agreement.


 


[Signature
Page Follows]


 




    	 



     


    

 


	 	Sincerely,
	 	 
	 	PONO
    CAPITAL CORP
	 	 	 
	 	 	 
	 	By:
    	 
	 	Name: 	Dustin
    Shindo
	 	Title:	Chief
    Executive Officer





 


Acknowledged
and Agreed this _______ day


of
__________ 2021


 


MEHANA
EQUITY LLC


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


[Signature
Page to Administrative Services Agreement]


 




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