Exhibit
10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2022, is made and entered into by and among Pono
Capital Two, Inc., a Delaware corporation (the “Company”), Mehana Capital LLC, a Delaware limited liability company (the
“Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Representative”) and each of the undersigned
parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the Representative and any person
or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively
the “Holders”).


 


RECITALS


 


WHEREAS,
the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of April 13, 2022, amended and
restated as of May 17, 2022, and amended as of July 21, 2022 (the “Founder Shares Purchase Agreement”), pursuant to which
the Sponsor purchased an aggregate of 2,875,000 shares (the “Founder Shares”) of the Company’s Class B common stock,
par value $0.0001 per share (the “Class B Common Stock”), up to 375,000 shares of which will be forfeited to the Company
for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their
over-allotment option;


 


WHEREAS,
the Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS,
on August 4, 2022, the Company and the Sponsor entered into that certain Private Placement Unit Purchase Agreement, pursuant to which
the Sponsor agreed to purchase 571,375 units (or up to 634,375 units to the extent the over-allotment option in connection with the Company’s
initial public offering is exercised in full) (the “Sponsor Private Placement Units”), each unit consisting of one share
of Common Stock and one redeemable warrant, each whole warrant exercisable to purchase one share of Common Stock, in a private placement
transaction occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS,
the Company and EF Hutton, division of Benchmark Investments, LLC (the “Representative”) entered into that certain Underwriting
Agreement, dated as of the date hereof, pursuant to which the Company will issue to the Representative 50,000 shares of Common Stock
(or up to 57,500 shares of Common Stock to the extent the over-allotment option in connection with the Company’s initial public
offering is exercised in full)of the Company (the “Representative Shares”) simultaneously with the closing of the Company’s
initial public offering, and the Company also agreed to issue up to an additional 37,500 Representative Shares upon full exercise of
the underwriters’ over-allotment option;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below)
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may loan to the Company funds as
the Company may require, of which up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit, each unit
consisting of one share of Common Stock and one warrant, each whole warrant exercisable to purchase one share of Common Stock (“Working
Capital Units”);


 


WHEREAS,
in order to extend the period of time the Company has to consummate a Business Combination (defined below) as described in the Prospectus
(as defined below), the Sponsor or its affiliates or designees may, but are not obligated to, loan the Company funds as the Company may
require, of up to an aggregate of $2,970,000 (or up to an aggregate of $3,415,500 if the over-allotment option is exercised in full)
which loans may be convertible into up to an additional 297,000 units (or up to 341,550 units if the over-allotment option is exercised
in full) at a price of $10.00 per unit at the option of the lender (the “Extension Units”); and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 




    	 



     


    

 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I


 

DEFINITIONS


 


1.1
Definitions. The terms defined in this Article
I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment
of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not
to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona
fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business
Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other
similar business combination with one or more businesses, involving the Company.


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand
Registration” shall have the meaning given in subsection 2.1.1.


 


“Demanding
Holder” shall have the meaning given in subsection 2.1.1.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Extension
Units” shall have the meaning given in the Recitals hereto.


 


“Extension
Unit Lock-up Period” shall mean, with respect to Extension Units, including the shares of Common Stock and warrants underlying
the Extension Units, and the shares of Common Stock issued or issuable upon the exercise of the warrants underlying the Extension Units,
that are held by the initial purchasers of such warrants or their Permitted Transferees, the period ending 30 days after the completion
of the Company’s initial Business Combination.


 


“Form
S-1” shall have the meaning given in subsection 2.1.1.


 


“Form
S-3” shall have the meaning given in subsection 2.3.


 


“Founder
Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issued
or issuable upon conversion thereof.


 




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“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) the six-month
anniversary of the date of the consummation of the Company’s initial Business Combination or (B) subsequent to the Company’s
initial Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing six months after the Company’s initial Business Combination, or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders
having the right to exchange their shares of common stock for cash, securities or other property.


 


“Founder
Shares Purchase Agreement” shall have the meaning given in the Recitals hereto.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Insider
Letter” shall mean that certain letter agreement, dated as of August 4, 2022, by and among the Company, the Sponsor and
each of the Company’s officers, directors and director nominees.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under
which they were made not misleading.


 


“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable
Securities prior to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period, Working Capital Unit Lock-up
Period, Representative Shares Lock-up Period, or Extension Unit Lock-up Period, as the case may be, under the Insider Letter, this Agreement,
and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggyback
Registration” shall have the meaning given in subsection 2.2.1.


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Units, including the shares of Common Stock and
warrants underlying the Private Placement Units, and the shares of Common Stock issued or issuable upon the exercise of the warrants
underlying the Private Placement Units, that are held by the initial purchasers of such warrants or their Permitted Transferees, the
period ending 30 days after the completion of the Company’s initial Business Combination.


 


“Private
Placement Warrants” shall have the meaning given in the Recitals hereto.


 


“Pro
Rata” shall have the meaning given in subsection 2.1.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of any
Founder Shares, (b) the Private Placement Units (including the shares of Common Stock and warrants underlying the Private Placement Units,
and the shares of Common Stock issued or issuable upon the exercise of the warrants underlying the Private Placement Units), (c) any
outstanding share of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise
of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any Working Capital Units (including
the shares of Common Stock and warrants underlying the Working Capital Units, and the shares of Common Stock issued or issuable upon
the exercise of the warrants underlying the Working Capital Units), (e) any Extension Units (including the shares of Common Stock and
warrants underlying the Extension Units, and the shares of Common Stock issued or issuable upon the exercise of the warrants underlying
the Extension Units), (f) any Representative Shares, and (g) any other equity security of the Company issued or issuable with respect
to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease
to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with
no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 




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“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,
Inc.) and any securities exchange on which the Common Stock is then listed;


 


(B)
fees and expenses of compliance with securities or blue-sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C)
printing, messenger, telephone and delivery expenses;


 


(D)
reasonable fees and disbursements of counsel for the Company;


 


(E)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and


 


(F)
reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand
Registration to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.1.1.


 


“Representative”
shall have the meaning given in the Recitals hereto.


 


“Representative
Shares” shall have the meaning given in the Recitals hereto.


 


“Representative
Shares Lock-up Period” shall mean, with respect to the Representative Shares, that are held by the Representative or its
Permitted Transferees, the later of the period ending 180 days after the effective date of the registration statement registration statement
on Form S-1, No. 333-265571 related to the Company’s initial public offering and the consummation of the initial Business Combination
of the Company.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 




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“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the
Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Working
Capital Unit” shall have the meaning given in the Recitals hereto.


 


“Working
Capital Unit Lock-up Period” shall mean, with respect to Working Capital Units, including the shares of Common Stock and
warrants underlying the Working Capital Units, and the shares of Common Stock issued or issuable upon the exercise of the warrants underlying
the Working Capital Units, that are held by the initial purchasers of such warrants or their Permitted Transferees, the period ending
30 days after the completion of the Company’s initial Business Combination.


 


ARTICLE
II


 

REGISTRATIONS


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time
on or after the date the Company consummates the Business Combination, the Holders of at least a majority in interest of the then-outstanding
number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration under the Securities
Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included
in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The
Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders
of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion
of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all
or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the
Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company
of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their
Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter
as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the
Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration.
Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand
Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall
not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time
(“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered
on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.


 


2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission
with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has
complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement
has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently
interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration
Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order
or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such
Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing,
but in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required
to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration
pursuant to a Demand Registration becomes effective or is subsequently terminated.


 




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2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by
the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a
Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken
together with all other shares of Common Stock or other equity securities that the Company desires to sell and the shares of Common Stock,
if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by
any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold
in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number
of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities
of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that
each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number
of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration
(such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), shares of Common
Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), Common
Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to
separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.5
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or
Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement
filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 




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2.2
Piggyback Registration.


 


2.2.1
Piggyback Rights. If, at any time on or after the date the Company consummates an initial Business Combination, the Company proposes
to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the
Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other
than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer
or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into
equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed
filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated
filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such
offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback
Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration
and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and
conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their
Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be
a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of shares of Common Stock that the Company desires to sell, taken together with
(i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been requested
pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number
of Securities, then:


 


(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the
shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the
Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof,
pro rata, based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to register
its Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, as to
which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company,
which can be sold without exceeding the Maximum Number of Securities;


 


(b)
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons
or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on
the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the
aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can
be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account
of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such
persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 




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2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or
its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3
Registrations on Form S-3. The Holders of Registrable
Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act
(or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on
Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”); provided, however,
that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s
receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly
give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable
Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form
S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As
soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request
for a Registration on Form S-3, the Company shall file a Registration Statement relating to all or such portion of such Holder’s
Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other
Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however,
that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available
for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company
entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any
aggregate price to the public of less than $10,000,000.


 


2.4
Restrictions on Registration Rights. If (A) during
the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and
ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the
Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues
to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the
Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters
to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the
Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then
in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith
judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future
and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right
to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation
in this manner more than once in any 12 month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration
shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held
by any Holder, until after the expiration of the Founder Shares Lock-Up Period, the Private Placement Lock-Up Period, the Working Capital
Unit Lock-up Period, the Representative Shares Lock-up Period, or the Extension Unit Lock-up Period, as the case may be. Notwithstanding
anything herein to the contrary, the Representative may not exercise its rights under Section 2.1 and 2.2 hereunder
after five (5) and seven (7) years, respectively, after the effective date of the registration statement on Form S-1, No. 333-265571
related to the Company’s initial public offering and (ii) the Representative may
not exercise their rights under Section 2.1 more than one time.


 




    	 	8	 



     


    

 


ARTICLE
III


 


COMPANY
PROCEDURES


 


3.1
General Procedures. If at any time on or after
the date the Company consummates an initial Business Combination the Company is required to effect the Registration of Registrable Securities,
the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with
the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and
use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold;


 


3.1.2
prepare and file with the Commission such amendments
and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by
the majority-in-interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable
Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or
by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities
covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement
or supplement to the Prospectus;


 


3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


3.1.4
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the
Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;


 


3.1.5
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 




    	 	9	 



     


    

 


3.1.8
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10
permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters,
if any, and any attorney or accountant retained by such Holders, or Underwriters to participate, at each such person’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representative or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information and provided further, the Company may not include the name of any
Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment
or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration
Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing
each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company
shall include unless contrary to applicable law;


 


3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered
by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
of the participating Holders;


 


3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being
given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions
and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


3.1.15
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $51,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in
connection with such Registration.


 




    	 	10	 



     


    

 


3.2
Registration Expenses. The Registration Expenses
of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling
expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter
marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses
of any legal counsel representing the Holders.


 


3.3
Requirements for Participation in Underwritten Offerings.
No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the
Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements
approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements,
underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.4
Suspension of Sales; Adverse Disclosure. Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall
forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as
soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus
may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any
time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written
notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for
the shortest period of time, but in no event more than ninety (90) days in any 12-month period, determined in good faith by the Company
to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend,
immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection
with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section 3.4.


 


3.5
Reporting Obligations. As long as any Holder
shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to
file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true
and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without
registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act
(or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.


 


ARTICLE
IV


 


INDEMNIFICATION
AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and
each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same
are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company
shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of
the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 




    	 	11	 



     


    

  


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein.
The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
For the avoidance of doubt, the obligation to indemnify under this Section 4.1.2 shall be several, not joint and several, among the Holders
of Registrable Securities, and the total indemnification liability of a Holder under this Section 4.1.2 shall be in proportion to and
limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.


 


4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,
without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities.


 


4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of
any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving
rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall
be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges
or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would
not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method
of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to
this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 




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ARTICLE
V


 


MISCELLANEOUS


 


5.1
Notices. Any notice or communication under this
Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid
and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery,
or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted
in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third
business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic
mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such
time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if
to the Company, to 643 Ilalo St. #102 Honolulu, Hawaii 96813, Attn: Darryl Nakamoto, and, if to any Holder, at such Holder’s
address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at
any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty
(30) days after delivery of such notice as provided in this Section 5.1.


 


5.2
Assignment; No Third-Party Beneficiaries.


 


5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.


 


5.2.2
Prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period, the Working Capital Unit Lock-up
Period, the Representative Shares Lock-up Period, or the Extension Unit Lock-up Period, as the case may be, no Holder may assign or delegate
such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of
Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer
restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period,
the Working Capital Unit Lock-up Period, the Representative Shares Lock-up Period, or the Extension Unit Lock-up Period, as the case
may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part,
to any transferee.


 


5.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and Section 5.2 hereof.


 


5.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the
Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and
(ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.


 




    	 	13	 



     


    

 


5.3
Counterparts. This Agreement may be executed
in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together
shall constitute the same instrument, but only one of which need be produced.


 


5.4
Relationship of the Parties. For
ease of administration, this Agreement is being executed so as to enable each Holder identified on the signature pages to enter into
this Agreement, severally, but not jointly. The Company and each Holder agree with each other that (i) this Agreement shall be treated
as if it were a separate agreement with respect to each Holder listed on the signature page, as if each Holder had executed a separate
registration rights agreement naming only itself as a Holder, and (ii) no Holder listed on the signature page shall have any liability
under this Agreement for the obligations of any other Holder so listed. The decision of Holder to enter into this Agreement has been
made by Holder independently of any other Holder. Nothing contained herein, and no action taken by a Holder pursuant hereto or thereto,
shall be deemed to constitute any Holder acting with any other Holder or Holders as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that any Holder and any other Holder or Holders are in any way acting in concert or
as a group with respect to such obligations or the transactions contemplated by this Agreement.


 


5.5
Governing Law; Venue. NOTWITHSTANDING THE PLACE
WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED
ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN
WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


EACH
PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.6
Amendments and Modifications. Upon the written
consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question (which
majority interest must include the Representative if such amendment or modification affects in any way the rights of the Representative
hereunder), compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any
of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment
hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock
of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder
so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of
a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies
of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as
a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.7
Other Registration Rights. The Company represents
and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities
of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities
for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes
any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such
agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.8
Term. This Agreement shall terminate upon the
earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities
have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of
the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all
Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities
Act without limitation on the amount of securities sold or the manner of sale and without compliance with the current public reporting
requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article IV shall survive any termination.


 


[SIGNATURE
PAGES FOLLOW]


 




    	 	14	 



     


    

 


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


 


	 	COMPANY:
	 	 
	 	PONO
    CAPITAL TWO, INC.
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Darryl Nakamoto
	 	Name:	Darryl
    Nakamoto
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	HOLDER:
	 	 
	 	MEHANA
    CAPITAL LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Dustin Shindo
	 	Name:	Dustin
    Shindo
	 	Title:	Manager
	 	 	 
	 	EF
    HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC
	 	 	 
	 	By:	/s/
    Sam Fleischman 
	 	Name:	Sam
    Fleischman
	 	Title:	Supervisory
    Principal


 


[Signature
Page to Registration Rights Agreement]