Exhibit
4.4


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of May ___, 2021, is by and between Pono Capital Corp, a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as
warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer
Agent”).


 


WHEREAS,
on ________, 2021, the Company entered into a Unit Purchase Agreement with Mehana Equity LLC, a Delaware limited liability company (the
“Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 419,175 units (the “Private
Placement Units”) at a purchase price of $10 per Private Placement Unit (or 464,175 Private Placement Units if the
over-allotment option is exercised in full). Each Private Placement Unit is comprised of one share of the Company’s Class A Common
Stock (as defined below) and one-half of one redeemable warrant (each whole warrant, a “Private Placement Warrant”),
bearing the legend set forth in Exhibit B hereto, in a private placement transaction to occur simultaneously with the closing
of the Offering. Each Private Placement Warrant entitles the holder thereof to purchase one share of Common Stock (as defined below)
at a price of $11.50 per share, subject to adjustment as described herein;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition,
stock purchase, reorganization, recapitalization or other similar business combination involving the Company and one or more businesses
(a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers
and directors may, but are not obligated to, lend to the Company funds as the Company may require, which loans made to the Company may
be convertible into units (the “Working Capital Units”), each Working Capital Unit comprised of one share of
the Company’s Common Stock and one-half of one redeemable warrant (the “Working Capital Warrants”);


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of 10,000,000 units of the Company’s
equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.000001 per share (“Common
Stock”), and one-half of one redeemable Public Warrant (as defined below) (the “Public Units”
and together with the Private Placement Units and the Working Capital Units, the “Units”) and, in connection
therewith, has determined to issue and deliver 5,000,000 warrants (or up to 5,159,588 warrants if the Over-allotment Option (as defined
below) is exercised in full) to public investors in the Offering (the “Public Warrants” and, together with
the Private Placement Warrants and the Working Capital Warrants, the “Warrants”). Each whole Warrant entitles
the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described herein. Only whole
Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1 (File No. _______________) and a prospectus (the “Prospectus”), for the registration under the
Securities Act of 1933, as amended (the “Securities Act”), of the Public Units and the Public Warrants and
the Common Stock included in the Public Units;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and
legal obligations of the Company, and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent.


 


The
Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 




    	 



     


    

 


2.
Warrants.


 


2.1
Form of Warrant. Each Warrant shall initially be issued in registered form only.


 


2.2
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3
Registration.


 


2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book entry form,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts
with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account,
a “Participant”).


 


If
the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible
for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall
instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.


 


Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the President, the Chief Executive Officer, the Chief
Financial Officer, the Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4
Detachability of Warrants. The Common Stock and Public Warrants comprising the Public Units shall begin separate trading on the
52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Kingswood
Capital Markets, a division of Benchmark Investments Inc., but in no event shall the Common Stock and the Public Warrants comprising
the Public Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an
audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by
the Company from the exercise by the underwriters of their right to purchase additional Public Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the
Company issues a press release announcing when such separate trading shall begin.


 


2.5
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the
Units, each of which is comprised of one share of Common Stock and one-half of one Warrant. If, upon the detachment of Warrants from
the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest
whole number the number of Warrants to be issued to such holder.


 




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2.6
Private Placement Warrants; Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be
identical to the Public Warrants, except that so long as they are held by the Sponsor or their Permitted Transferees (as defined below)
the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless basis,”
pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issuable upon exercise of the Private Placement Warrants
or the Working Capital Warrants, may not be transferred, assigned or sold until the date that is thirty (30) days after the completion
by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company; provided, however,
that in the case of clause (ii), the Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock held by
the Sponsor or its Permitted Transferees that are issued upon exercise of the Private Placement Warrants or Working Capital Warrants
may be transferred by the holders thereof:


 


(a)
to any persons or entities (including their affiliates and members) participating in the private placement of the Private Placement Units;


 


(b)
to the Company’s directors or officers, any affiliates or family members of any of the Company’s directors or officers, any
members of the Sponsor or any affiliates of the Sponsor;


 


(c)
in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation;


 


(d)
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, for estate planning purposes or to a charitable organization;


 


(e)
in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual;


 


(f)
in the case of an individual, pursuant to a qualified domestic relations order;


 


(g)
by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities;


 


(h)
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;


 


(i)
in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination;


 


(j)
to the Company for no value for cancellation in connection with the completion of its initial Business Combination; or


 


(k)
in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results
in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property
subsequent to the Company’s completion of its initial Business Combination;


 


provided,
however, that, in each case of clauses (a) through (h), these transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


3.
Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject
to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to
a “cashless exercise,” to the extent permitted hereunder) at which shares of Common Stock may be purchased at the time a
Warrant is exercised. The Company in its sole discretion may lower the Warrant Price (including by allowing “cashless exercise”)
at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the
Company shall provide at least twenty (20) Business Days prior written notice of such reduction to Registered Holders of the Warrants
and, provided further that any such reduction shall be identical among all of the Warrants.


 




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3.2
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination,
and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at 5:00 p.m., New York
City time on the earliest to occur of (x) the date that is five (5) years after the date on which the Company completes its initial Business
Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated certificate of incorporation,
as amended from time to time, or (z) other than with respect to the Private Placement Warrants and Working Capital Warrants to the extent
then held by the Sponsor or its Permitted Transferees, the Redemption Date (as defined below) as provided in Section 6.3 hereof (the
“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement
or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other
than with respect to a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees)
in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital
Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration
Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00
p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension
to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3
Exercise of Warrants.


 


3.3.1
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof
by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to
be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the
Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any
share of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse
of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with
the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant
for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a)
in lawful money of the United States, in good certified check or wire payable to the Warrant Agent;


 


(b)
in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined in this
subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 3.3.1(b),
Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the
Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent
to the holders of the Warrants, pursuant to Section 6 hereof;


 


(c)
with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital
Warrant is held by the Sponsor or its Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal
(i) if in connection with a redemption of Private Placement Warrants or Working Capital Warrants pursuant to Section 6.2 hereof, as provided
in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios, to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor
Exercise Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Sponsor Exercise Fair Market
Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean
the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date
on which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent;


 


(d)
on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e)
on a cashless basis, as provided in Section 7.4 hereof.


 




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3.3.2
Issuance of Shares of Common Stock upon Exercise. As soon as practicable after the exercise of any Warrant and the clearance of
the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he,
she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to
which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares
of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration
statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and (b)
a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption
from registration being available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock
upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be
exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants.
Subject to Section 4.6 of this Agreement, a Registered Holder of Public Warrants may exercise its Public Warrants only for a whole number
of shares of Common Stock. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis”
pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round
down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


3.3.3
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and non-assessable.


 


3.3.4
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock
is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the
Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of
the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer
books or book-entry system are open.


 


3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event he, she or it elects to be subject to
the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not affect the exercise of the
holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to
such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the shares
of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of shares of Common Stock beneficially owned by such person and his, her or its affiliates or any such other person or group shall include
the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and his, her or its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and his, her or its affiliates (including, without limitation,
any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q,
Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the
Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm
orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder
and his, her or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written
notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until
the sixty-first (61st) day after such notice is delivered to the Company.


 




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4.
Adjustments.


 


4.1
Stock Dividends.


 


4.1.1
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock capitalization or stock dividend payable in shares of Common Stock, or by a split-up of shares of Common
Stock or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding
shares of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price
less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of
Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under
any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) and (ii) one
(1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Historical Fair Market
Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common
Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights,
as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume
weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the
first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights. No shares of Common Stock shall be issued at less than their par value.


 


4.1.2
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to all or substantially all of the holders of the Common Stock on account of
such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than
(a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the
holders of the Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders
of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation
to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not
complete its initial Business Combination within the time period set forth in the Company’s amended and restated certificate of
incorporation, as amended from time to time or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial
Business Combination activity or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the
Offering upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon
its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then
the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of
cash and/or the fair market value (as determined by the Board in good faith) of any securities or other assets paid on each share of
Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends
and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends
or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise
of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.


 


4.3
Adjustments in Exercise Price.


 


4.3.1
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted
(to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which
shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and
(y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 




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4.3.2
If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares
of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or
effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in
good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any shares
of Class B common stock of the Company, par value $0.000001 per share (the “Class B common stock”), held by
the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z)
the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior
to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as described in Section 6.1) will be adjusted (to the
nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


4.4
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares
of Common Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common
Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another
entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders
of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable
upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance
for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share
by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange
or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption
offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s
amended and restated certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if a proposed
initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than
50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the
highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such
Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after
the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4;
provided, further, that if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable
event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or
is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and
if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of
such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced
by an amount (in dollars) (but in no event less than zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the
Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes
of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock
shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the
HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event,
and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the
Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists
exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price
of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then
such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section
4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no
event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 




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4.5
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price
resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence
of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date
or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of
such event.


 


4.6
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of
any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.7
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an
adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent registered public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided,
however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance of
securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent
with any adjustment recommended in such opinion.


 


4.9
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Class B common stock into shares of Common Stock or the conversion of the shares of Class B common stock
into shares of Common Stock, in each case, pursuant to the Company’s amended and restated certificate of incorporation, as further
amended from time to time.


 


5.
Transfer and Exchange of Warrants.


 


5.1
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary,
to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive
legend.


 




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5.3
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result
in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and
after the Detachment Date.


 


6.
Redemption.


 


6.1
Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $18.00. Subject to Section 6.5 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office
of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price
of $0.01 per Warrant, provided that (a) the Reference Value (as defined below) equals or exceeds $18.00 per share (subject to adjustment
in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the issuance of the shares of Common
Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period
(as defined in Section 6.3 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis”
pursuant to subsection 3.3.1.


 


6.2
Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00. Subject to Section 6.5 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office
of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price
of $0.10 per Warrant, provided that (a) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with
Section 4 hereof) and (b) there is an effective registration statement covering the issuance of the shares of Common Stock issuable upon
exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in
Section 6.3 below). During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders
of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number
of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table
as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section
6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market
Value” shall mean the volume weighted average price of the shares of Common Stock for the ten (10) trading days immediately
following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any
redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later
than one (1) Business Day after the ten (10) trading day period described above ends.


 


	 	 	Redemption
    Fair Market Value of Class A Common Stock
	 	 	 
	Redemption
    Date (period to expiration of warrants)	 	≤10.00	 	11.00	 	12.00	 	13.00	 	14.00	 	15.00	 	16.00	 	17.00	 	≥18.00
	60
    months	 	0.261	 	0.280	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	57
    months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	54
    months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361
	51
    months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361
	48
    months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361
	45
    months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361
	42
    months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361
	39
    months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361
	36
    months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361
	33
    months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361
	30
    months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361
	27
    months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361
	24
    months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361
	21
    months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361
	18
    months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361
	15
    months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361
	12
    months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361
	9
    months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361
	6
    months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361
	3
    months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361
	0
    months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361


 




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The
exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair
Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares
of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation
between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates,
as applicable, based on a 365- or 366-day year, as applicable.


 


The
stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable
upon exercise of a Warrant is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3.1,
the adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator
of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall
be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. In no event will the
number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).


 


6.3
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the
Warrants, pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”).
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at
their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption
Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference
Value” shall mean the last reported sales price of the shares of Common Stock for any twenty (20) trading days within the
thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.


 


6.4
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with subsection 3.3.1(b) or Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.3 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants
to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the
information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the Fair
Market Value (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder
of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.5
Exclusion of Private Placement Warrants; Working Capital Warrants. The Company agrees that the redemption rights provided in Sections
6.1 and 6.2 hereof shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption
such Private Placement Warrants or Working Capital Warrants continue to be held by the Sponsor or its Permitted Transferees. However,
once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees in accordance with
Section 2.6 hereof), the Company may redeem the Private Placement Warrants and the Working Capital Warrants pursuant to Sections 6.1
or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants
or Working Capital Warrants to exercise the Private Placement Warrants or Working Capital Warrants prior to redemption pursuant to Section
6.4 hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease
to be Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall,
upon such transfer, cease to be Private Placement Warrants and Working Capital Warrants, and shall become Public Warrants under this
Agreement, including for purposes of Section 9.8 hereof.


 




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7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote
or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or the election of directors of the Company
or any other matter.


 


7.2
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated,
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4
Registration of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1
Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business
Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission
a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the
Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions
of this Agreement. If any such registration statement has not been declared effective by the ninetieth (90th) Business Day
following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the ninety-first
(91st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared
effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
pursuant to subsection 3.3.1, by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x)
the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”
(as defined below) over the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the volume-weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such
Warrants or his, her or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent
shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the
Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm
with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection
7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be
freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under
the Securities Act (or any successor statute)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except
as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired,
the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.


 


7.4.2
Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to
exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor
statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file
or maintain in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise
of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register
or qualify for sale the Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of residence
of the holder to the extent an exemption is not available.


 




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8.
Concerning the Warrant Agent and Other Matters.


 


8.1
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknow-ledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


 


8.2.2
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3
Fees and Expenses of Warrant Agent.


 


8.3.1
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder
and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.


 


8.4
Liability of Warrant Agent.


 


8.4.1
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the President, the Chief Executive Officer, the Chief Financial Officer, the Secretary or the
Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 




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8.4.2
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except
as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 


8.5
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of
Common Stock through the exercise of the Warrants.


 


8.6
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all
Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.
Miscellaneous Provisions.


 


9.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns.


 


9.2
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


Pono
Capital Corp


643
Ilalo Street


Honolulu,
Hawaii 96813


Attn:
President


 


With
a copy to:


 


Rimon
P.C.


1717
K Street, NW Suite 900


Washington,
DC 20005


Attn:
Debbie Klis, Esq.


 




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Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on
the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004


Attn:
Compliance Department


 


9.3
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by 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 Company hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement may be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction. The Company hereby waives any objection to
such jurisdiction and that such courts represent an inconvenient forum.


 


9.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person
or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.


 


9.5
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6
Counterparts; Electronic Signatures. This 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. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability
as an original signature.


 


9.7
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of
curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement
Warrants, shall require the vote or written consent of the Registered Holders of 65% of the then-outstanding Public Warrants; provided
that any amendment that solely affects the terms of the Private Placement Warrants or any provision of this Agreement solely with respect
to the Private Placement Warrants shall also require at least 65% of the then outstanding Private Placement Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
respectively, without the consent of the Registered Holders.


 


9.9
Severability. This 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 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 Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


9.10
Business Continuity Plan. The Warrant Agent shall maintain plans for business continuity, disaster recovery, and backup capabilities
and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement, including,
without limitation, loss of production, loss of systems, loss of equipment, failure of carriers and the failure of the Warrant Agent’s
or its supplier’s equipment, computer systems or business systems (“Business Continuity Plan”). Such
Business Continuity Plan shall include, but shall not be limited to, testing, accountability and corrective actions designed to be promptly
implemented, if necessary. In addition, in the event that the Warrant Agent has knowledge of an incident affecting the integrity or availability
of such Business Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but no later than twenty-four (24) hours
(or sooner to the extent required by applicable law or regulation) after the Warrant Agent becomes aware of such incident, notify the
Company in writing of such incident and provide the Company with updates, as deemed appropriate by the Warrant Agent under the circumstances,
with respect to the status of all related remediation efforts in connection with such incident. The Warrant Agent represents that, as
of the date of this Agreement, such Business Continuity Plan is active and functioning normally in all material respects.


 


9.11
Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business
of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant
to the negotiation or the carrying out of this Warrant Agreement, including the fees for services, shall remain confidential, and shall
not be voluntarily disclosed to any other person, except as may be required by law or regulation, including, without limitation, pursuant
to requests from the Securities and Exchange Commission and subpoenas from state or federal government authorities (e.g., in divorce
and criminal actions).


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	PONO
    CAPITAL CORP
	 	 	 
	 	By:	
	 	 	Dustin
    Shindo, Chief Executive Officer
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:
    	 
	 	Name:	 
	 	Title:	 


 




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EXHIBIT
A


 


Form
of Warrant Certificate


 


FORM
TO BE INSERTED


 




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EXHIBIT
B


 


LEGEND


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES
REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES
ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE
(AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED HEREBY AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 




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