Exhibit
10.3


Pono
Capital Corp


643
Ilalo Street


Honolulu,
Hawaii 96813


 


June
____, 2021


 


Ladies
and Gentlemen:


 


Pono
Capital Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities
(a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities
Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration
Statement”).


 


The
undersigned hereby commits that it will purchase 419,175 units of the Company (“Private Units”), each Private Unit
consisting of one share of Class A common stock of the Company, par value $0.000001 per share (the “Class A Common Stock”),
and one-half of one warrant (the “Warrants”), with each whole warrant entitling its holder to purchase one (1) share of Class
A Common Stock, for a purchase price of $4,191,750 (the “Private Unit Purchase Price”).


 


The
undersigned hereby agrees that it will purchase an additional amount of units of the Company (“Over-Allotment Units”), up
to a maximum of 30,000 Over-Allotment Units, or a maximum of 464,175 Private Units for a purchase price of $464,175 (“Over-Allotment
Unit Purchase Price”, together with the Private Unit Purchase Price, the “Purchase Price”), in the event Kingswood
Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”) exercises its over-allotment option, such that the
amount held in the trust account (as described in the Registration Statement) does not fall below $10.00 per unit sold by the Company
in the IPO.


 


At
least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Unit Purchase
Price to be delivered to __________, counsel for the Company, by wire transfer as set forth in the instructions attached as Exhibit
A to hold in a non-interest bearing account until the Company consummates the IPO.


 


The
consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO and the consummation
of the purchase and issuance of the Over-Allotment Units shall occur simultaneously with the closing of any exercise of the over-allotment
option related to the IPO. Simultaneously with the consummation of the IPO, __________ shall deposit the Private Unit Purchase Price,
without interest or deduction, into the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s
public shareholders as described in the Registration Statement. If the Company does not complete the IPO within ten (10) days from the
date of this letter, the Private Unit Purchase Price (without interest or deduction) will be returned to the undersigned.


 


Each
of the Company, and the undersigned acknowledges and agrees that __________ is serving hereunder solely as a convenience to the parties
to facilitate the purchase of the Private Units and __________’s sole obligation under this letter agreement is to act with respect
to holding and disbursing the Private Unit Purchase Price as described above. __________ shall not be liable to the Company, Kingswood
or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing
its services hereunder unless __________ has acted in a manner constituting gross negligence or willful misconduct. The Company and the
undersigned shall indemnify __________ against any claim made against it (including reasonable attorney’s fees) by reason of it
acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct. __________
may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder
and believed by it to be genuine and to have been signed or presented by the proper party or parties.


 




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The
Private Units and Over-Allotment Units will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned
agrees:


 


		●	to
                                            vote the shares of Class A Common Stock included in the Private Units and Over-Allotment
                                            Units in favor of any proposed Business Combination;



 


		●	not
                                            to propose, or vote in favor of, an amendment to the Company’s Amended and Restated
                                            Certificate of Incorporation that would affect the substance or timing of the Company’s
                                            obligation to redeem 100% of the Company’s shares of Class A Common Stock sold in the
                                            IPO if the Company does not complete an initial Business Combination within 12 months from
                                            the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends
                                            the period of time to consummate an initial Business Combination as described in more detail
                                            in the prospectus included in the Registration Statement), unless the Company provides the
                                            holders of shares of Class A Common Stock sold in the IPO with the opportunity to redeem
                                            their shares of Class A Common Stock upon approval of any such amendment at a per-share price,
                                            payable in cash, equal to the aggregate amount of the Trust Fund, including interest earned
                                            on Trust Fund and not previously released to the Company to pay the Company’s franchise
                                            and income taxes, divided by the number of then outstanding shares of Class A Common Stock
                                            sold in the IPO;



 


		●	not
                                            to convert any shares of Class A Common Stock included in the Private Units and Over-Allotment
                                            Units into the right to receive cash from the Trust Fund in connection with a shareholder
                                            vote to approve either a Business Combination or an amendment to the provisions of the Company’s
                                            Amended and Restated Certificate of Incorporation, and not to tender the Private Units and
                                            Over-Allotment Units in connection with a tender offer conducted prior to the closing of
                                            a Business Combination;



 


		●	the
                                            undersigned will not participate in any liquidation distribution with respect to the Private
                                            Units and Over-Allotment Units (but will participate in liquidation distributions with respect
                                            to any units or shares of Class A Common Stock purchased by the undersigned in the IPO or
                                            in the open market) if the Company fails to consummate a Business Combination;



 


		●	that
                                            the Private Units, Over-Allotment Units and underlying securities will not be transferable
                                            until after the consummation of a Business Combination except (i) to the Company’s
                                            pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees,
                                            (ii) transfers to the undersigned’s affiliates or its members upon its liquidation,
                                            (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of
                                            descent and distribution upon death, (v) pursuant to a qualified domestic relations order,
                                            (vi) by private sales made in connection with the consummation of a Business Combination
                                            at prices no greater than the price at which the Private Units were originally purchased
                                            or (vii) to the Company for cancellation in connection with the consummation of a Business
                                            Combination, in each case (except for clause vii) where the transferee agrees to the terms
                                            of the transfer restrictions; and



 


		●	the
                                            Private Units and Over-Allotment Units will include any additional terms or restrictions
                                            as is customary in other similarly structured blank check company offerings or as may be
                                            reasonably required by the underwriters in the IPO in order to consummate the IPO, each of
                                            which will be set forth in the Registration Statement



 


The
undersigned acknowledges and agrees that the purchaser of the Private Units and Over-Allotment Units will execute agreements in form
and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation
of the IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 


The
undersigned hereby represents and warrants that:


 


	 	(a)	it
    has been advised that the Private Units and Over-Allotment Units have not been registered under the Securities Act;


 




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	 	(b)	it
    will be acquiring the Private Units and Over-Allotment Units for its account for investment purposes only;


 


	 	(c)	it
    has no present intention of selling or otherwise disposing of the Private Units and Over-Allotment Units in violation of the securities
    laws of the United States;


 


	 	(d)	it
    is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended;


 


	 	(e)	it
    has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons
    acting on its behalf concerning the terms and conditions of the offer made hereunder;


 


	 	(f)	it
    is familiar with the proposed business, management, financial condition and affairs of the Company;


 


	 	(g)	it
    has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to
    consummate the transactions contemplated in this letter; and


 


	 	(h)	this
    letter constitutes its legal, valid and binding obligation, and is enforceable against it.


 


This
letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Private
Units and Over-Allotment Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, with respect to the same.


 


	 	 	Very
    truly yours,
	 	 	 	 
	 	 	MEHANA
    EQUITY, LLC
	 	 	 	 
	 	 	By:
    	 
	 	 	Name:
    	 
	 	 	Title:	Manager


 


	Accepted
    and Agreed:  	 	 
	   	 	 
	PONO
    CAPITAL CORP  	 	 
	 	 	 	 
	By:	   	 	 
	Name:
    	Dustin
    Shindo	 	 
	Title:
    	Chief
    Executive Officer	 	 


 




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Exhibit
A


 


Pono
Capital Corp


 


Wire
Instructions


 


Bank
Name:


Bank
Address:


Account
Name:


Account
Number:


Routing/ABA
Number:


Reference:
Mehana Equity LLC


 




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