Pono Capital Two, Inc. Contracts & Agreements

Amendment No. 1 to Executive Employment Agreement between SBC Medical Group Holdings and Yuya Yoshida dated September 30, 2024 (Filed With SEC on October 8, 2024)

Executive Employment Agreement between SBC Medical Group Holdings and Akira Komatsu, dated September 17, 2024 (Filed With SEC on September 20, 2024)

Executive Employment Agreement between SBC Medical Group Holdings and Ryoji Murata, dated September 17, 2024 (Filed With SEC on September 20, 2024)

Executive Employment Agreement between SBC Medical Group Holdings and Yuya Yoshida, dated September 17, 2024 (Filed With SEC on September 20, 2024)

Executive Employment Agreement between SBC Medical Group Holdings and Yoshiyuki Aikawa, dated September 17, 2024 (Filed With SEC on September 20, 2024)

Form of Indemnification Agreement (Filed With SEC on September 20, 2024)

Amendment No. 2 to the Non-Redemption Agreement (Filed With SEC on August 12, 2024)

Fourth Amendment to Amended and Restated Agreement and Plan of Merger, dated April 22, 2024, by and among Pono, Merger Sub, SBC, Yoshiyuki Aikawa, and the Seller Representative (Filed With SEC on April 23, 2024)

Amendment to the Non-Redemption Agreement (Filed With SEC on March 19, 2024)

Description of Securities (Filed With SEC on March 19, 2024)

Amendment No. 1 to Convertible Promissory Note (Filed With SEC on March 1, 2024)

Amendment to Note Purchase Agreement, dated as of February 27, 2024, by and between Pono Capital Two, Inc. and SBC Medical Group Holdings Incorporated (Filed With SEC on March 1, 2024)

Form of Non-Redemption Agreement (Filed With SEC on January 18, 2024)

Third Amendment to Amended and Restated Agreement and Plan of Merger, dated December 28, 2023, by and among Pono, Merger Sub, SBC, Yoshiyuki Aikawa, and the Seller Representative (Filed With SEC on December 29, 2023)

Second Amendment to Amended and Restated Agreement and Plan of Merger, dated October 26, 2023, by and among Pono, Merger Sub, SBC, Yoshiyuki Aikawa, and the Seller Representative (Filed With SEC on October 26, 2023)

Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated September 8, 2023, by and among Pono, Merger Sub, SBC, Yoshiyuki Aikawa, and the Seller Representative (Filed With SEC on September 11, 2023)

Amendment No. 3 to Agreement and Plan of Merger, dated June 15, 2023, by and among Pono, Merger Sub, SBC, the Purchaser Representative, and the Seller Representative (Filed With SEC on June 16, 2023)

Convertible Promissory Note (Filed With SEC on June 2, 2023)

Amendment No. 2 to Agreement and Plan of Merger, dated May 30, 2023, by and among Pono, Merger Sub, SBC, the Purchaser Representative, and the Seller Representative (Filed With SEC on June 2, 2023)

Form of Convertible Promissory Note (Filed With SEC on May 19, 2023)

Note Purchase Agreement, dated as of May 18, 2023, by and between Pono Capital Two, Inc. and SBC Medical Group Holdings Incorporated (Filed With SEC on May 19, 2023)

Form of Non-Redemption Agreement (Filed With SEC on May 4, 2023)

Amendment No. 1 to Agreement and Plan of Merger, dated April 26, 2023, by and among Pono, Merger Sub, SBC, the Purchaser Representative, and the Seller Representative (Filed With SEC on May 1, 2023)

Description of Securities (Filed With SEC on March 9, 2023)

Administrative Support Agreement, dated August 4, 2022, by and between the Company and Mehana Capital LLC (Filed With SEC on August 9, 2022)

Placement Unit Purchase Agreement, dated August 4, 2022, between the Company and Mehana Capital LLC (Filed With SEC on August 9, 2022)

Registration Rights Agreement, dated August 4, 2022, among the Company and certain securityholders (Filed With SEC on August 9, 2022)

Investment Management Trust Agreement, dated August 4, 2022, between the Company and Continental Stock Transfer & Trust Company (Filed With SEC on August 9, 2022)

Letter Agreement, dated August 4, 2022, among the Company, Mehana Capital LLC, each of the executive officers and directors of the Company, and EF Hutton, division of Benchmark... (Filed With SEC on August 9, 2022)

Warrant Agreement, dated August 4, 2022, between the Company and Continental Stock Transfer & Trust Company (Filed With SEC on August 9, 2022)

Underwriting Agreement, dated August 4, 2022, between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (Filed With SEC on August 9, 2022)

Form of Underwriting Agreement (Filed With SEC on July 25, 2022)

Form of Letter Agreement between the Registrant, Mehana Capital LLC and each director and officer of the Registrant (Filed With SEC on July 22, 2022)

Specimen Unit Certificate (Filed With SEC on July 22, 2022)

Specimen Class A Common Stock Certificate (Filed With SEC on July 22, 2022)

Specimen Warrant Certificate (Filed With SEC on July 22, 2022)

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Filed With SEC on July 22, 2022)

Form of Registration Rights Agreement among the Registrant and certain securityholders (Filed With SEC on July 22, 2022)

Form of Placement Unit Purchase Agreement between the Registrant and Mehana Capital LLC (Filed With SEC on July 22, 2022)

Form of Indemnity Agreement (Filed With SEC on July 22, 2022)

Amendment to the Amended and Restated Securities Subscription Agreement, dated July 21, 2022, between the Registrant and Mehana Capital LLC (Filed With SEC on July 22, 2022)

Form of Administrative Support Agreement by and between the Registrant and Mehana Capital LLC (Filed With SEC on July 22, 2022)

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Filed With SEC on June 14, 2022)

Amended and Restated Securities Subscription Agreement, dated May 17, 2022, between the Registrant and Mehana Capital LLC (Filed With SEC on June 14, 2022)

Promissory Note, dated April 25, 2022, issued to Mehana Capital LLC (Filed With SEC on June 14, 2022)

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Pono Capital Two, Inc. Contracts & Agreements