Exhibit
10.5


 


THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal
    Amount: Up to $300,000	Dated
    as of March 22, 2021


 


Pono
Capital Corp, a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Mehana
Equity LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to
Three Hundred Thousand Dollars ($300,000) in lawful money of the United States of America (the “Borrowing Limit”),
on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available
funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance
with the provisions of this Note.


 


1.
Principal. The principal balance of this Note shall be payable by the Maker on the earlier of: (i) July 31, 2021 or (ii)
the date on which Maker consummates an Initial Public Offering of its securities. The principal balance may be prepaid at any time. Under
no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated
personally for any obligations or liabilities of the Maker hereunder. As used herein, “Initial Public Offering” or
“IPO” shall mean the closing of the issuance and sale of shares of Common Stock of the Maker in the Maker’s
first underwritten public offering pursuant to an effective registration statement under the Securities Act.


 


2.
Interest. No interest shall accrue on the unpaid principal balance of this Note.


 


3.
Drawdown Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably
related to Maker’s Initial Public Offering of its securities. The principal of this Note may be drawn down from time to time prior
to the earlier of: (i) July 31, 2021 or (ii) the date on which Maker consummates an Initial Public Offering of its securities,
upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount
to be drawn down, and must not be for an amount less than Five Thousand Dollars ($5,000) unless agreed upon by Maker and Payee. Payee
shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the
maximum amount of drawdowns collectively under this Note is the Borrowing Limit. Once an amount is drawn down under this Note, it shall
not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection
with, or as a result of, any Drawdown Request by Maker.


 


4.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


5.
Events of Default. The following shall constitute an event of default (“Event of Default”):


 


	(a)	Failure
                                            to Make Required Payments. Failure by Maker to pay the principal amount due pursuant
                                            to this Note within five (5) business days of the date specified above.
	 	 
	(b)	Voluntary
                                            Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy,
                                            insolvency, reorganization, rehabilitation or other similar law, or the consent by it to
                                            the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
                                            sequestrator (or other similar official) of Maker or for any substantial part of its property,
                                            or the making by it of any assignment for the benefit of creditors, or the failure of Maker
                                            generally to pay its debts as such debts become due, or the taking of corporate action by
                                            Maker in furtherance of any of the foregoing.



 




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	(c)	Involuntary
                                            Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
                                            in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,
                                            insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
                                            trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
                                            or ordering the winding-up or liquidation of its affairs, and the continuance of any such
                                            decree or order unstayed and in effect for a period of 60 consecutive days.



 


6.
Remedies.


 


	(a)	Upon
                                            the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written
                                            notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid
                                            principal amount of this Note, and all other amounts payable hereunder, shall become immediately
                                            due and payable without presentment, demand, protest or other notice of any kind, all of
                                            which are hereby expressly waived, anything contained herein or in the documents evidencing
                                            the same to the contrary notwithstanding.
	 	 
	(b)	Upon
                                            the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal
                                            balance of this Note, and all other sums payable with regard to this Note, shall automatically
                                            and immediately become due and payable, in all cases without any action on the part of Payee.



 


7.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of
dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted
by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale
under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees
that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon,
may be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and
delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


10.
Construction. This note shall be construed and enforced in accordance with the laws of Delaware, without regard to conflict of law
provisions thereof.


 


11.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 




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12.
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds
of the Initial Public Offering to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds
of the sale of the warrants to be issued in a private placement to occur prior to the closing of the IPO are to be deposited, as described
in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection
with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account
for any reason whatsoever.


 


13.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
the Maker and the Payee.


 


14.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation
of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the
day and year first above written.


 


	 	Pono
    Capital Corp
	 	 
	 	By:	/s/
    Dustin Shindo
	 	Name:	Dustin
    Shindo
	 	Title:
    	Chief
    Executive Officer


 




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