Exhibit 10.6


 


8-Pono Capital Corp


643 Ilalo Street


Honolulu, Hawaii 96813


 


August
10, 2022


 


Ladies and Gentlemen:


 


Pono Capital Corp (the “Company”),
a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), may
extend the date on which it must wind-up and liquidate pursuant to its organizational documents, for up to two 3-month periods by depositing
$1,150,000 per extension (each, an “Extension Fee”) into the Company’s trust account with Continental Stock Transfer
& Trust Company (the “Trustee”).


 


Mehana Capital LLC (“Mehana
Capital”) has agreed to pay the Extension Fees as necessary, to extend the date of the Company’s wind-up and liquidation.
Accordingly, Mehana Capital hereby commits that it will purchase 115,000 units of the Company (“Private Units”), each Private
Unit consisting of one share of Class A common stock of the Company, par value $0.000001 per share (the “Class A Common Stock”),
and three-quarters of one warrant (the “Warrants”), with each whole warrant entitling its holder to purchase one (1) share
of Class A Common Stock, for an aggregate purchase price of $1,150,000 (the “Private Unit Purchase Price”), to be paid directly
to the Trustee to fund the first Extension Fee.


 


On or before August 10, 2022,
Mehana Capital will cause the Private Unit Purchase Price to be delivered to the Trustee, by wire transfer as set forth in the instructions
attached as Exhibit A to be held in the Trust Account.


 


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


 


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


 


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


 



    	 



     


    

 





	 	●	not to convert any shares of Class A Common Stock included in the Private Units into the right to receive cash from the Trust Account in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended and Restated Certificate of Incorporation, and not to tender the Private Units in connection with a tender offer conducted prior to the closing of a Business Combination;
	 	 	 
	 	●	the undersigned will not participate in any liquidation distribution with respect to the Private Units (but will participate in liquidation distributions with respect to any units or shares of Class A Common Stock purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination; and
	 	 	 
	 	●	that the Private Units, and underlying securities will not be transferable until after the consummation of a Business Combination except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees, (ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation of a Business Combination, in each case (except for clause vii) where the transferee agrees to the terms of the transfer restrictions.


 


The undersigned hereby represents
and warrants that:


 


	 	(a)	it has been advised that the Private Units have not been registered under the Securities Act;
	 	 	 
	 	(b)	it will be acquiring the Private Units for its account for investment purposes only;
	 	 	 
	 	(c)	it has no present intention of selling or otherwise disposing of the Private Units in violation of the securities laws of the United States;
	 	 	 
	 	(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended;
	 	 	 
	 	(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder;
	 	 	 
	 	(f)	it is familiar with the proposed business, management, financial condition and affairs of the Company;
	 	 	 
	 	(g)	it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions contemplated in this letter; and
	 	 	 
	 	(h)	this letter constitutes its legal, valid and binding obligation, and is enforceable against it.


 


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


 


	 	Very truly yours,
	 	 	 
	 	MEHANA CAPITAL LLC 
	 	 	 
	 	By:	/s/ Dustin Shindo
	 	Name:	Dustin Shindo
	 	Title:	Manager


 


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


 




    	 



    	 



    

 


Exhibit A


 


Trustee


 


Wire Instructions


 


Bank Name:


 


Bank Address:


 


Account Name:


 


Account Number:


 


Routing/ABA Number:


 


Reference: