PTWOU Pono Capital Two Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.      )*

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Pono Capital Two, Inc.

 (Name of Issuer)

Class A Common Stock, $0.0001 par value per share

 (Title of Class of Securities)

73245B107

(CUSIP Number)

Randal D. Murdock

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

(212) 715-9100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 26, 2024

 (Date of Event Which Requires Filing of This Statement)

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	ZUU Co. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,339,014*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,339,014*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,339,014*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.4%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 * Includes 60,701 units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the Issuer’s initial public offering. All reported shares of Class A Common Stock are held by ZUU Funders Co. Ltd.   ZUU Funders Co. Ltd is the operating partner of ZUU Target Fund for SBC Medical Group HD Investment Partnership and a wholly-owned subsidiary of ZUU Co. Ltd.  ZUU Co. Ltd. is majority owned and controlled by Kazumasa Tomita.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 5,489,624 shares of Class A Common Stock stated by the Issuer as being outstanding as of November 13, 2023 in its Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the U.S. Securities and Exchange Commission on November 14, 2023.

1	NAMES OF REPORTING PERSONS
	ZUU Funders Co. Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,339,014*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,339,014*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,339,014*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.4%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 * Includes 60,701 units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the Issuer’s initial public offering. All reported shares of Class A Common Stock are held by ZUU Funders Co. Ltd.   ZUU Funders Co. Ltd is the operating partner of ZUU Target Fund for SBC Medical Group HD Investment Partnership and a wholly-owned subsidiary of ZUU Co. Ltd.  ZUU Co. Ltd. is majority owned and controlled by Kazumasa Tomita.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 5,489,624 shares of Class A Common Stock stated by the Issuer as being outstanding as of November 13, 2023 in its Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the U.S. Securities and Exchange Commission on November 14, 2023.

1	NAMES OF REPORTING PERSONS
	ZUU Target Fund for SBC Medical Group HD Investment Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,339,014*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,339,014*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,339,014*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.4%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 * Includes 60,701 units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the Issuer’s initial public offering. All reported shares of Class A Common Stock are held by ZUU Funders Co. Ltd.   ZUU Funders Co. Ltd is the operating partner of ZUU Target Fund for SBC Medical Group HD Investment Partnership and a wholly-owned subsidiary of ZUU Co. Ltd.  ZUU Co. Ltd. is majority owned and controlled by Kazumasa Tomita.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 5,489,624 shares of Class A Common Stock stated by the Issuer as being outstanding as of November 13, 2023 in its Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the U.S. Securities and Exchange Commission on November 14, 2023.

1	NAMES OF REPORTING PERSONS
	Kazumasa Tomita
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,339,014*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,339,014*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,339,014*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.4%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 * Includes 60,701 units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the Issuer’s initial public offering. All reported shares of Class A Common Stock are held by ZUU Funders Co. Ltd.   ZUU Funders Co. Ltd is the operating partner of ZUU Target Fund for SBC Medical Group HD Investment Partnership and a wholly-owned subsidiary of ZUU Co. Ltd.  ZUU Co. Ltd. is majority owned and controlled by Kazumasa Tomita.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 5,489,624 shares of Class A Common Stock stated by the Issuer as being outstanding as of November 13, 2023 in its Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the U.S. Securities and Exchange Commission on November 14, 2023.

 

 

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of Class A Common Stock, $0.0001 par value per share (the “Class A Shares”), of Pono Capital Two, Inc., a Delaware corporation (the “Issuer”), with principal executive offices located at 643 Ilalo St. #102, Honolulu, Hawaii 96813.

 

This Schedule 13D is filed on behalf of the following persons:  (i) ZUU Co. Ltd., a Japanese corporation (“ZUU”); (ii) ZUU Funders Co. Ltd., a Japanese corporation (“Funders”); (iii) ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Fund”); and (iv) Kazumasa Tomita, a citizen of Japan (collectively, the “Reporting Persons”).

The address of the principal business offices of the Reporting Persons is 3-6-28 Aobadai, Meguroku, Tokyo 154-0042, Japan.

Funders is the operating partner the Fund and a wholly-owned subsidiary of ZUU.  ZUU is majority owned and controlled by Mr. Tomita.  Mr. Tomita’s present principal occupation or employment is serving as the President of ZUU.  ZUU operates an online media business that provides financial information.  Funders was established to facilitate financing for the Fund.  The Fund was established in order to invest in securities of the Issuer.

Attached as Appendix A to Item 2 is information concerning the directors of ZUU as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.  Funders has no directors or executive officers other than Mr. Tomita.

None of the Reporting Persons nor any director or executive officer of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his or its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

 

Funds for the acquisition of Class A Shares of the Issuer were contributed by investors to the Fund pursuant to the Investment Partnership Contract dated as of December 25, 2023 (the “Investment Partnership Contract”) that is filed as Exhibit 99.2 to this Schedule 13D and incorporated into this Item 3 by reference.  Under the Investment Partnership Contract, Funders, as operating partner of the Fund, has the power to acquire, dispose of, vote, and manage distributions in respect of Class A Shares.

The Class A Shares beneficially owned by the Reporting Persons as set forth in this Schedule 13D were acquired solely for investment purposes. The information set forth in Item 3 hereof is hereby incorporated by reference into this Item 4, as applicable.

Pursuant to a Non-Redemption Agreement by and among the Issuer, the Fund, SBC Medical Group Holdings Incorporated (“SBC”), and Yoshiyuki Aikawa, the chief executive officer of SBC dated as of January 11, 2024 (the “Non-Redemption Agreement”), which agreement is filed as Exhibit 99.3 to this Schedule 13D and incorporated into this Item 4 by reference, the Fund agreed to acquire from public stockholders of the Company 1,500,000 to 1,700,000 Class A Shares in the open market, at a prices no higher than the redemption price per share payable to stockholders who exercise redemption rights in connection with the stockholder vote to approve the Issuer’s proposed business combination (“Business Combination”) with SBC prior to the stockholder meeting to vote on an amendment to the Issuers’ amended certificate of incorporation to extend the date by which it has to consummate a business combination (the “Meeting Date”) and to agree to waive its redemption rights and hold the shares until after the closing of the Business Combination. The Fund has further agreed to tender an “abstain” vote with regard to its Class A Shares in respect of the Business Combination, the related Business Combination Agreement, or any other proposal brought by the Issuer in connection with the Business Combination.  In consideration of the Fund’s agreement to waive its redemption rights with respect to the shares, and subject to (i) the Fund acquiring 1,500,000 to 1,700,000 Class A Shares in the open market, and (ii) the Fund’s satisfaction of its other obligations under the Non-Redemption Agreement, the Issuer, on the closing date of the Business Combination, provided that Holder has continued to hold the Holder’s shares through the closing date, SBC and Dr. Aikawa, shall cause to be issued or transferred to the Fund a number of Class A Shares held by Dr. Aikawa (the “Incentive Shares”), which will equal one (1) Incentive Share for each public share purchased in the open market pursuant to the Non-Redemption Agreement that is continuously owned by the Fund until the closing date of the Business Combination. The Non-Redemption Agreement terminates on the earliest to occur of (i) the closing date of the Business Combination, (ii) the termination of the related Business Combination Agreement, or (iii) April 30, 2024 if the Company has not cleared all comments of the U.S. Securities and Exchange Commission to its proxy statement in connection with the Business Combination by that date.

The Reporting Persons expect to evaluate the Issuer’s financial condition and prospects and their respective interests in, and intentions with respect to, the Issuer and their respective investments in the securities of the Issuer, on an on-going basis, which review may be based on various factors, including the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities. Accordingly, each Reporting Person reserves the right to change its intentions, as it deems appropriate. In particular, each Reporting Person may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, increase or decrease its holdings in the Company that the Reporting Persons now own or may hereafter acquire.

Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons do, however, reserve the right in the future to adopt such plans or proposals subject to compliance with applicable regulatory requirements.

 

(a) Each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 1,339,014 Class A Shares, representing approximately 24.4% of the Class A shares outstanding, in each case based on 5,489,624 Class A Shares stated by the Issuer as being outstanding as of November 13, 2023 in its Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the U.S. Securities and Exchange Commission on November 14, 2023.

 

(b) Each of the Reporting Persons may be deemed to have shared voting and shared dispositive power with regard to 1,339,014 Class A Shares.

 

(c) Except as set forth in Exhibit 99.4 to this Schedule 13D, the Reporting Persons have not engaged in any transactions in the Class A Shares during the past sixty days.

 

(d) Under the terms of the Investment Partnership Contract, distributions to the investors in the Fund may include dividends or proceeds from the sale of Class A Shares held by the Fund.

 

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The responses to Items 3 and 4 of this Schedule 13D are incorporated herein by reference.

The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 99.1.

Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 6, 2024

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

DATE: February 6, 2024

 

 

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Chapter 1 General Provisions		1
	Article 1 Definitions	1
	Article 2 Establishment and Operating Partners	5
	Article 3 Name	5
	Article 4 Location	5
	Article 5 Partner	5
	Article 6 Business of the Partnership	5
	Article 7 Effective Date of this Agreement and Term of the Partnership	6
Chapter 2 Capital Contributions		6
	Article 8 Capital Contributions	6
	Article 9 Additional Contributions and Refund of Contributions	6
	Article 10 Failure to Make Contributions, etc.	6
Chapter 3 Conduct of Partnership Business Affairs		7
	Article 11 Authority of Operating Partners	7
	Article 12 Duty of Care of the Operating Partner	8
	Article 13 Power of the General Partners	8
	Article 14 Partner’s Meeting	8
	Article 15 Conflicts of Interest	8
Chapter 4 Partners’ Liabilities		10
	Article 16 Liabilities to Third Parties for Partnership’s Debts	10
	Article 17 Indemnification out of Partnership Assets	10
Chapter 5 Management and Administration of Partnership Assets		10
	Article 18 Management of Partnership Assets	10
	Article 19 Administration of Partnership Assets	10
Chapter 6 Accounting		11
	Article 20 Accounting	11
	Article 21 Preparation of Financial Statements and Sending thereof to Partners	11
Chapter 7 Interests In and Distribution of Partnership Assets		12
	Article 22 Ownership of Partnership Assets	12
	Article 23 Allocations of Gains and Losses	12
	Article 24 Distribution of Partnership Assets	12
	Article 25 Taxes and Other Public Duties	14
Chapter 8 Expenses and Fees		15

	Article 26 Expenses	15
	Article 27 Fees for the Operating Partners	16
Chapter 9 Changes in the Status of a Partner		16
	Article 28 Prohibition of Disposition of Interests	16
	Article 29 Transfer of Status as a Partner	16
	Article 30 Admission of Partners	17
	Article 31 Withdrawal of a Partner	17
	Article 32 Death of a Partner	18
	Article 33 Required Withdrawal of Partners	18
	Article 34 Interest and Liability of Withdrawing Partner	18
	Article 35 Notice of Change in the Status of a Partner	18
Chapter 10 Changes in the status of an Operating Partner		18
	Article 36 Prerequisites for the status of an Operating Partner	18
	Article 37 Resignation	19
	Article 38 Dismissal	19
	Article 39 Appointment	19
Chapter 11 Dissolution and Liquidation		19
	Article 40 Dissolution	19
	Article 41 Appointment of Liquidator	20
	Article 42 Power of Liquidator	20
	Article 43 Liquidation Procedures	20
	Article 44 Method of Liquidation	20
Chapter 12 Miscellaneous		20
	Article 45 Permissions, etc.	20
	Article 46 Notice and Bank Account	21
	Article 47 Confidentiality	21
	Article 48. Confirmation concerning the Financial Instruments and Exchange Act, etc.	22
	Article 49 Special Provisions concerning Specially Permitted Businesses for Qualified Institutional Investor, etc.	23
	Article 50 Elimination of Anti-social Forces, etc.	23
	Article 51 Indemnification due to Violation of Representation or Warranty	24
	Article 52 Amendments to this Agreement	24
	Article 53 Effectiveness and Severability of this Agreement	24
	Article 54 Language, Governing Law and Jurisdiction	25

Attachment 1

List of Partners

1.	In this Agreement, the following terms shall have the following meanings, unless the context clearly indicates otherwise:

“General Partner”

Partners other than Operating Partners.

“Foreign Partner”

Partners classified as non-residents or foreign corporations under the Income Tax Law.

“Existing Members”

Partners listed in Attachment 1 attached to this contract.

“Existing Fund”

Any partnership, corporation or other organization formed prior to the effective date of the partnership for the purpose of the same or similar business to those of the Partnership's business, in which the unlimited liability member, operating partner, general partner, unlimited liability employee, director or manager or in a similar capacity, or other similar position is held.

“Operating Partner”

Partners who perform the business of the Partnership.

“Partners”

Those listed in Attachment 1 to this Agreement and those who have joined the Partnership pursuant to Article 29 or Article 30 (excluding members who have withdrawn from the Partnership or transferred the entirety of their status).

“Partners, etc.”

A general term for partners and partners who have withdrawn from the Partnership.

“Partnership Account”

A savings account in the name of the Partnership opened at Sumitomo Mitsui Banking Corporation to be used solely for the business of the Partnership, or any other bank account opened in the name of the Partnership at any time by the Operating Partner and which is notified to the partners.

“Partnership property”

Investments and other assets such as Portfolio Securities acquired through the management of such investments that should belong to the Partnership.

“Partnership Equity”

Equity belonging to the Partners in this Partnership.

“Effective Date”

As defined in Article 2, Paragraph 1.

“Financial Statements, etc.”

A general term for balance sheets, profit and loss statements, business reports, and their supplementary schedules.

“Marketable securities”

Securities listed on a financial instruments exchange prescribed in Article 2, Paragraph 16 of the Financial Instruments and Exchange Act or a similar exchange located in a foreign country or registered in the over-the-counter trading securities registry prescribed in Article 67, Paragraph 11, Article 1 of the same Act or a similar registry reserved in a foreign country.

“Number of Partnership Units”

The number of the units of contribution held by each Partner in the Partnership; provided that for the purpose of calculating a certain percentage of the aggregate Number of Partnership Units of all of the General Partners, the Number of Partnership Units held by any Defaulting Partner is excluded pursuant to Article 10, Paragraph 5. If this Agreement requires that a certain ratio to the aggregate Number of Partnership Units of all of the General Partners be satisfied, such ratio may be satisfied by aggregating the Number of Partnership Units of more than one General Partner.

“Unpaid Capital Commitment”

The amount of the Capital Commitment which remains unpaid; provided that if such amount is changed pursuant to the provisions of this Agreement, the changed amount.

“Commitment Period”

The period from the Effective Date to September 30, 2024 (or, if the Commitment Period ends earlier pursuant to the provisions of this Agreement, to the date on which it ends).

“Capital Commitment”

The amount each member has promised to invest in the Association based on Article 8, Paragraph 2. However, if the promised investment amount is increased or decreased in accordance with the provisions of this agreement, the amount shall be the amount after such increase or decrease.

“Capital Contribution”

The total amount of the Capital Commitment that is actually contributed by each Partner to the Partnership pursuant to the provisions of Article 8, paragraph 3.

“Succession Fund”

Any partnership, company, or other organization whose purpose is the same or similar to the Partnership's business.

“Corporate Tax Act”

Corporate Tax Act (Act No. 33 of 1965, including subsequent amendments).

“Disposition Profit”

Money obtained from disposing of Portfolio Securities, etc.

“Disposition, etc.”

The act of selling or other forms of disposal, redemption, cancellation, purchase, refund, or payment.

"New Partner"

A person who newly joins the Partnership in pursuant to Article 30, Paragraph 1.

"Special Taxation Measures Act"

Special Taxation Measures Act (Act No. 26 of 1950, including subsequent amendments).

“Other Profit”

Funds related to dividends, interest, license fees, and other profit related to Portfolio Securities, etc. (excluding those included in disposition profits).

“Withdrawing Partner”

A Person who used to be a Partner and has withdrawn pursuant to Article 31.

“Capital Call”

As defined in Article 8, Paragraph 4.

“Capital Call Notice”

As defined in Article 8, Paragraph 4.

“Qualified Institutional Investor”

A qualified institutional investor as defined in Article 2, Paragraph 3, Item 1 of the Financial Instruments and Exchange Act.

“Portfolio Company”

Refers to Pono Capital Two, Inc., Pono Two Merger Sub, Inc., or SBC Medical Group Holdings Incorporated.

“Portfolio Securities, etc.”

Shares, interests, share purchase warrants, acquired or to be acquired by the Partnership pursuant to Article 6.

“Investment Amount”

The total amount of the acquisition prices of all of the Portfolio Securities that have been acquired by the Partnership at any given time.

“Initial Closing Date”

As defined in Article 8, Paragraph 3.

“Special Profit”

Any profit and other funds resulting from the Partnership Assets that are not included in the Disposition Profits or Other Profits.

“Anti-social Forces”

A person falling under any of the following items:

①

Organized Crime Group

②

Organized Crime Group Member

④

Quasi Organized Crime Group Member

⑦

rogue person or group proclaiming itself as a social activist (shakai undo hyobo goro, meaning persons pretending or proclaiming themselves to be social or political activists, who are likely to engage in Violent and Unlawful Acts seeking unfair benefits and threatening the safety of civil society);

“Indemnified Party”

As defined in Article 17.

“Disqualified Investor”

A person who falls under any of sub-items (a) to (c) of the Financial Instruments and Exchange Act.

“Defaulting Partner”

As defined in Article 10, Paragraph 5.

“Distributable Amount”

As defined in Article 24, Paragraph 3, Item 1.

“Corporate Tax Act”

Corporation Tax Act (Act No. 34 of 1965, including subsequent amendments).

“Anti-organized Crime Group Act”

The Act on Prevention of Unjust Acts by Organized Crime Groups (Act No. 77 of 1991, as amended).

“Violent illegal acts, etc.”

Violent and unlawful acts as defined in Article 2(1) of the Anti-organized Crime Group Act.

“Portfolio Investment”

Any investment to be made, or made, in any Portfolio Security, etc.

“Partnership”

A Partnership that will be formed under this Agreement under the Civil Law.

“Agreement”

As defined in the preamble.

“Partnership Period”

As defined in Article 7, Paragraph 2.

“Execution Date”

As defined in the preamble.

“Equity Amount”

With respect to each partner, the adjusted amount of their Capital Contribution considering the performance of their investment, either increased or decreased by the profit or loss allocated to that partner in accordance with Article 23 for each fiscal year, and further adjusted by subtracting the amount of money or investment securities distributed to that partner as per the provisions outlined in this Agreement.

“FATCA/CRS”

Regarding the Internal Revenue Code of the United States (Internal Revenue Code of 1986, including subsequent amendments) Sections 1471 to 1474, and related agreements between the Japanese and American government authorities (including the 'Statement of Mutual Cooperation and Understanding between the United States Department of the Treasury and Japanese Authorities for the Enhancement of International Tax Compliance and the Facilitation of FATCA Implementation' dated June 11, 2013, and the 'Additional Statement Amending a Portion of the Statement for Mutual Cooperation and Understanding between the United States Department of the Treasury and Japanese Authorities for the Enhancement of International Tax Compliance and the Facilitation of FATCA Implementation' dated December 18, 2013), as well as the Common Reporting Standard (CRS) for the automatic exchange of financial account information for non-residents among nations established by the Organization for Economic Co-operation and Development

3.	Any reference to any fee, cost or expense in this Agreement shall exclude consumption tax, value-added tax or any similar tax to be imposed thereon.

Article 2

Establishment and Operating Partners

Article 3

Name

1.	The office of the Partnership’s office is 9th floor of Sumitomo Fudosan Aobadai Tower, 3-6-28 Aobadai, Meguro-ku, Tokyo.

2.	The Operating Partner may change the address of the Partnership in its discretion. If the Operating Partner has changed the address of the Partnership, it shall give a written notice of such change to the Partners without delay.

Article 5

Partner

1.	The names and addresses of the Partners and their designation as General Partner or Operating Partner shall be as specified in Exhibit 1 attached hereto.

2.	If any change has occurred to any of the matters specified in Exhibit 1 or the signature column attached hereto in relation to any Partner other than the Operating Partner, such Partner shall promptly give a written notice of such change to the Operating Partner.

3.

If a notice is given pursuant to the preceding paragraph or Article 35 or any change to any of the matters specified in Exhibit 1 attached hereto occurs on the part of the Operating Partner, the Operating Partner shall promptly revise Exhibit 1 attached hereto and send a copy of the revised Exhibit 1 to the Partners.

Article 6

Businesses of the Partnership

①

Acquisition and possession of shares, equity interests, or stock acquisition rights (limited to those with Redemption Rights and Price Protection) issued by the Portfolio Company.

②

Management of surplus funds during business through deposits with banks and other financial institutions (including foreign banks and other financial institutions)

Article 7

Effective Date of This Agreement and Term of the Partnership

1.	This Agreement shall become effective as of the Effective Date.

2.

The term of the Partnership (the “Partnership Period”) shall be from the Effective Date to September 30, 2024; provided, however, that the Operating Partner may extend the Partnership Period for up to 1 year from the day immediately following the expiration date of such term for up to three months on a case-by-case basis with the approval of the General Partners holding the Number of the Partnership Units equal to two-thirds or more of the aggregate Number of the Partnership Units of all of the Partners.

Article 8

Capital Contributions

1.	The amount of one unit of contribution to the Partnership shall be 10,000 dollars.

2.

A Partner agrees to make contributions to the Partnership pursuant to the provisions of Paragraph 3 of this Article, up to the amount obtained by multiplying its Number of Partnership Units specified in Exhibit 1 attached hereto by the amount of one unit of contribution prescribed in the preceding paragraph.

3.	A Partner shall pay an amount equal to 100% of its Capital Commitment in cash by remittance to the Partnership Bank Account no later than the date as designated by the Operating Partner in writing within 20 days from the Effective Date (the “Initial Closing Date”).

Article 9

Additional Contributions and Refund of Contributions

1.	No Partner shall be obligated to make contributions to the Partnership other than the contributions required under this Chapter, except that all Partners consent.

2.	Except for the distribution of the Partnership Assets pursuant to Article 24 and the refund of its interest to Withdrawing Partners pursuant to Article 34, no contribution shall be refunded to any Partner for any reason during the Partnership Period.

Article 10

Failure to Make Contributions, etc.

1.

Any Partner who fails to perform any payment obligation under this Agreement shall pay to the Partnership a late fee on the unpaid balance of such amount at 14.6% per annum (prorated on the basis of a 365-day year) for the period from the day immediately following the day such payment is due to the day full payment for the amount payable is actually made.

2.	If the Partnership or any Partner suffers damages or losses due to any Partner’s failure to perform any payment obligation under this Agreement, the defaulting Partner shall indemnify the Partnership or the other Partner for all

damages or losses suffered by them due to such failure.

4.

If any Partner fails to make a contribution to the Partnership, the Operating Partner may require all of the non-defaulting Partners, by giving 14 days prior written notice, to make pro rata contributions of the amount of such unpaid contribution pursuant to the provisions of Article 8, Paragraph 3 no later than the date designated by the Operating Partner; provided that no non-defaulting Partner will be required to make contribution that exceeds its Unpaid Capital Commitment.

5.

If any General Partner fails to perform any payment obligation under this Agreement, the Operating Partner shall give notice in writing of such failure to such General Partner. If the General Partner fails to make such payment within 30 days after receipt of such notice, the General Partner shall be deemed a “Defaulting Partner” upon the Operating Partner so notifying. The Operating Partner may, in its discretion, take one or more of the following measures against a Defaulting Partner:

①

Notwithstanding anything herein to the contrary, to deny the Defaulting Partner’s right to exercise its voting rights at any meeting of Partners with respect to its Partnership Interest and to otherwise exclude it from the calculation of any voting ratio required to make a decision based on the Number of Partnership Units and based on the Percentage Interests;

②

To exclude the Defaulting Partner from participating in any future Portfolio Investment and from making contributions for that purpose;

③

To forfeit the distributions payable to the Defaulting Partner less any expenses borne by it except for the portion which constitutes a refund of contributions. Such forfeited amount shall be distributed among the other Partners on a pro rata basis pursuant to the ratio of distribution of the Partnership Assets set forth in Article 24, Paragraph 2; and

④

To reduce the ratio of distribution from the Partnership Asset to a Defaulting Partner by up to 50 %. The amount so reduced shall be distributed among the other Partners on a pro rata basis pursuant to the ratio of distribution of the Partnership Assets set forth in Article 29, Paragraph 2.

Article 11

Authority of Operating Partners

1.

In order to perform the business of the Partnership set forth in Article 6, the Operating Partner will conduct, in the name of the Partnership, the business affairs set forth in the following items and other affairs of the Partnership and will represent the Partnership in a court and outside of a court:

①

Management, administration and disposition of the Partnership Assets;

②

Exercise of voting rights of Portfolio Securities and other rights of the Partnership Assets;

③

Appointment of, consultation with, and assignment to, lawyers, certified public accountants, tax accountants, appraisers, advisors and other professionals as required for the affairs of the Partnership;

⑤

Matters concerning distribution of the Partnership Assets and refunds of the Partnership Interests;

⑥

Matters concerning accounting of the Partnership, including preparation and keeping of accounting books and records;

⑦

Matters concerning payment of expenses, costs, fees and other liabilities to be borne by the Partnership in connection with the business of the Partnership; and

⑧

Any other matters necessary for the accomplishment of the business purposes of the Partnership.

2.	The Operating Partner may borrow money or provide the Partnership Assets as collateral for third parties on behalf of the Partnership.

3.	The Operating Partner may delegate a part of the business affairs of the Partnership to the person it considers to be appropriate in its discretion.

Article 12

Duty of Care of the Operating Partner

Article 13

Power of the General Partners

1.	No General Partner shall have any power to conduct any business affairs of the Partnership or to represent the Partnership.

2.

No General Partner may give the Operating Partner any instructions on the exercise of voting rights of the Portfolio Securities. If any General Partner exercises the voting rights of any Portfolio Securities in violation of Article 11, the other Partners may not ratify such exercise of voting rights.

3.	A General Partner may, at its own cost, inspect, or make copies of, the documents set forth below after giving prior written notice to the Operating Partner during the business hours of the Operating Partner:

①

Accounting books and records set forth in Article 20, Paragraph 3;

②

Financial Statements set forth in Article 21(1) and Semi-annual Financial Statements set forth in Article 21(2);

4.

A General Partner may appoint an accounting firm or certified public accountant at its cost to audit the financial status of the Partnership or the Operating Partner’s management of the Partnership’s business affairs by giving prior written notice to the Operating Partner; provided, however, that if, as a result of such audit, any material error is discovered in the Partnership’s accounting, the General Partner may charge the Partnership for the reasonable expenses of such audit.

5.

A General Partner may from time to time make inquiries in writing to the Operating Partner regarding the financial status of the Partnership or the Operating Partner’s management of the Partnership’s business affairs. In such case, the Operating Partner shall reply to such inquiries within 30 days in an appropriate manner.

Article 14

Partner’s Meeting

1.	The Operating Partner shall convene a meeting of the Partners promptly after sending the Financial Statements to the Partners pursuant to Article 25, Paragraph 1 (but no later than 30 days after the end of each business year).

2.

If the Partners holding a Number of Partnership Units equal to two-thirds or more of the aggregate Number of Partnership Units of all of the General Partners request that a meeting be convened or if the Operating Partner from time to time determines a meeting to be necessary, the Operating Partner shall convene a meeting of the Partners by giving written notice to the Partners 14 days prior to the date of the meeting.

3.

The Operating Partner shall report the management of the Partnership and the status of investment of the Partnership Assets at a meeting of the Partners. The Partners may express their opinions to the Operating Partner as to the management of the Partnership and the status of investment of the Partnership Assets.

Article 15

Conflicts of Interest

1.

A General Partner may (i) engage in business that is the same or similar to that of the Partnership a (ii) become a partner (including an operating partner), member (including an unlimited liability member), shareholder, equity investor, director or manager of any other partnership (including a partnership under the Civil Code, an Investment

Limited Partnership, a anonymous partnership (tokumei kumiai), a general partnership, a limited partnership or other similar partnership; the same applies in this Article), company or other entity whose business purposes are the same or similar to those of the Partnership.

3.	Notwithstanding the preceding paragraph, the Operating Partner shall not be prohibited from managing and operating an Existing Fund in its capacity as a operating partner, unlimited liability member, director or manager or in a similar capacity of such entity.

4.

If the Operating Partner operates and manages any Predecessor Fund or Successor Fund in its capacity as operating partner, unlimited liability member, director or manager or in a similar capacity, the Operating Partner may allocate investment opportunities among the Partnership, the Predecessor Fund and the Successor Fund as the Operating Partner in its discretion deems appropriate.

5.	The General Partners may engage in transactions with the Partnership for itself or any third party

6.	The Operating Partner may not engage in the following transactions:

①

Investment of the Partnership Assets for the purpose of conducting a transaction with the Operating Partner (including officers and employees as defined in Article 2, Item 15 of the Corporate Tax Act if the Operating Partner is a corporation)

②

Investment of the Partnership Assets for the purpose of conducting a transaction with funds or other assets managed by the Operating Partner on behalf of holders of rights set forth in Article 42, Paragraph 1 of the Financial Instruments and Exchange Act.

③

Engaging in transactions with the Partnership on behalf of itself or any third party (excluding transactions in items ① and ② of this paragraph).

7.

Notwithstanding the provisions of items ① of the preceding paragraph, the Operating Partner may engage in the management of Partnership Assets, which involves conducting transactions that meet all the requirements in accordance with Article 128, Item 2 of the Financial Instruments and Exchange Business Ordinance, with the approval of at least half of all General Partners holding the Number of Partnership Units equal to 75% or more of the total Number of Partnership Units held by all of the General Partners and other requirements set forth in the said item(If a General Partner who does not consent to such transactions makes a request within 20 days after the date on which the General Partner received the details of such transactions and the reasons for such transactions, the Partnership shall purchase the Partnership Equity held by such General Partner with the Partnership Assets at a fair price by the date on which 60 days have elapsed from the date of such transactions), or the management of the assets of the Partnership to the extent that such transactions are approved by the Competent Financial Services Agency Commissioner, etc. as set forth in Item 3 of the same Article shall not be precluded.

8.

Notwithstanding the provisions of Item 2 of Paragraph 6 of this Article, the Operating Partner shall (i) conduct transactions that satisfy all of the requirements set forth in that item pursuant to Article 129, Paragraph 1, Item 1 of the Financial Instruments Business Ordinance; and (ii) conduct transactions that satisfy all of the requirements set forth in that item, with the approval of at least half of all General Partners holding the Number of Partnership Units equal to 75% or more of the total Number of Partnership Units held by all of the General Partners, pursuant to Item 2 of the same Paragraph(If a General Partner who does not consent to such transactions makes a request within 20 days after the date on which the General Partner received the details of such transactions and the reasons for such transactions, the Partnership shall purchase the Partnership Equity held by such General Partner with the Partnership Assets at a fair price by the date on which 60 days have elapsed from the date of such transactions), (iii)conducting transactions that satisfy all of the requirements set forth in Item 3 or 4 of said paragraph, with the approval of General Partners holding the Number of Partnership Units equal to two-thirds or more of the total Number of Partnership Units held by all of the General Partners, or (iv) the management of the assets of the Partnership to the extent that such transactions are approved by the Competent Financial Services Agency Commissioner, etc. as set forth in Item

6 of the same Article shall not be precluded.

10.

If the Operating Partner seeks consent pursuant to Paragraphs 7 and 8 of this Article or gives the General Partner an opportunity to state its opinion or provide advice pursuant to Paragraph 9 of this Article, the Operating Partner shall, in each case, notify the General Partner in writing in advance of the details of such transaction (including the subject of the transaction and its value).

Article 16

Liabilities to Third Parties for Partnership’s Debts

Article 17

Indemnification out of Partnership Assets

Article 18

Management of Partnership Assets

1.	Executive partnership members shall manage Partnership Assets by acquiring Portfolio Securities, etc. of the Portfolio Company.

2.	The Operating Partner may not use any Disposition Profit or Other Profit to make a Portfolio Investment.

3.	When the Operating Partner makes a Portfolio Investment, the Operating Partner shall enter into an investment agreement with the relevant Portfolio Company on such terms and conditions as the General Partner determines to be appropriate for such Portfolio Investment.

4.	The Operating Partner shall manage surplus funds in the manner set forth in Article 6, Item 2.

5.

In addition to the provisions of the preceding paragraphs, any and all matters concerning management, administration and disposition of the Partnership Assets, including the timing and manner of investments, the timing and manner of disposition of a Portfolio Security and exercise of share purchase warrants, shall be determined by the General Partner in its discretion.

6.	When the Operating Partner has made a Portfolio Investment, it shall, without delay, notify each Partner in writing

7.	A General Partner may express its opinion to the Operating Partner in respect of the selection of a Portfolio Security or management of the Partnership Assets. The Operating Partner shall not be bound by any opinion of the General Partners under this paragraph.

Article 19

Administration of Partnership Assets

1.

The Operating Partner shall manage the funds contributed pursuant to this Agreement in a manner that meets the standards set forth in Article 40-3 of the Financial Instruments and Exchange Act and Article 125 of the Financial Instruments and Exchange Business Ordinance, by segregating the assets of the Operating Partner from its own assets and other assets related to other businesses conducted by the Operating Partner. In addition, the Operating Partner shall manage the assets of the Partnership in a manner that meets the standards set forth in Article 42-4 of the Financial Instruments and Exchange Act and each Paragraphs of Article 132 of the Financial Instruments and Exchange Business Ordinance, by segregating the assets of the managing partner from the assets owned by the managing partner and other assets under management.

2.	When the Operating Partner has acquired any Partnership Assets, the Operating Partner shall promptly take necessary procedures to change the name under which such assets are held and otherwise to perfect the acquisition of such assets.

3.	Receipt, deposit and payment of cash belonging to the Partnership Assets shall be made through the Partnership Bank Accounts.

4.	In addition to the foregoing, the Partnership Assets shall be administered in such manner as the Operating Partner in its discretion deems appropriate, in accordance with laws and regulations.

Article 20

Accounting

1.	The business year of the Partnership shall commence on December 1 of each year and end on November 30 of the following year; provided that the first business year shall commence on the Effective Date and end on November 30, 2024.

2.	The Operating Partner shall use accounting procedures as prescribed by accounting principles generally accepted in Japan.

3.	The Operating Partner shall prepare and keep accurate accounting books and records with respect to any transactions concerning the business of the Partnership.

Article 21

Preparation of Financial Statements and Sending thereof to Partners

1.

For each business year, the Operating Partner shall prepare, as prescribed by accounting principles generally accepted in Japan, Financial Statements, etc. for that business year, the Operating Partner shall send the Financial Statements, etc. to the Partners within three months after the end of the relevant business year.

2.	Promptly after the first half of each business year, the Operating Partner shall prepare, and send to the Partners, Semi-

annual Financial Statements, etc.

4.

The Operating Partner shall include the matters listed in each item of Article 134, Paragraph 1 of the Financial Instruments Business Ordinance in the Investment Report described in the preceding paragraph. However, out of the matters listed in each item of the said paragraph, the trade name, name of the counterparty of the Acts of Financial Instruments Transaction during the Reporting Period, as listed in Item 3(c), need not be specified if the consent for such statement cannot be obtained from the counterparty.

5.

When the Operating Partner sends to each Partner the Financial Statements pursuant to Paragraph 1 of this Article, the Operating Partner shall, concurrently therewith, provide information concerning profits, expenses, assets and liabilities, etc. allocated to the General Partner as it reasonably requires for its tax return in such manner as the Operating Partner in its discretion deems appropriate at their discretion

6.	The Operating Partner shall keep the Financial Statements, together with this Agreement and an opinion regarding the audit of the Financial Statements, at the principal office of the Partnership for five years.

Article 22

Ownership of Partnership Assets

1.	The Partnership Assets shall be co-owned by the Partners.

2.	No Partner may request a partition of the Partnership Assets prior to the completion of the liquidation procedures of the Partnership.

Article 23

Allocations of Gains and Losses

1.	At the end of each business year, gains and losses resulting from the business of the Partnership shall be allocated to each Partner in proportion to its Capital Contribution.

2.

Notwithstanding the preceding paragraph, in the event of an allocation to the Operating Partners pursuant to Article 24, Paragraph 3, Article 2 (including cases in which the allocation is withheld at the discretion of the Operating Partners pursuant to the proviso clause in Paragraph 2 of the same article), the profits equivalent to such allocation amount shall belong to the Operating Partners and the profits excluding such allocation amount shall be attributed to each partner in accordance with the preceding paragraph.

Article 24

Distribution of Partnership Assets

1.	Unless prescribed in this Agreement, no Partner or Withdrawing Partner may request a distribution of the Partnership Assets prior to the dissolution of the Partnership for any reason.

2.

In accordance with the provisions below, the Operating Partner shall determine the distribution amounts in accordance with the following items at such time as the Operating Partner in its discretion determines and shall distribute, in cash, to the Partners, their respective share of the Partnership Assets or in the case of a Withdrawing Partner, their respective Interest Amount at the time of the withdrawal of such Withdrawing Partner; provided, however, that the Operating Partner may, in its discretion, withhold distributions under this Article if they are required to pay expenses of the Partnership, management fees payable to the Operating Partner, liabilities of the Partnership

②

If the Operating Partner receives Other Profits in respect of Portfolio Securities, the Operating Partner shall distribute the balance of Other Profits after the deduction of the sum of costs and expenses, if any, and taxes and other public duties, if any, required to receive such Other Profits and expenses of Partnership, if any, due and payable at the time of the receipt of such Other Profits; and the amount of any incentive fee, if any, pursuant to Paragraph 3 of this Article, on such date as the Operating Partner, in its discretion, designates within 2 months from the end of the business year in which the day of receipt of such funds falls.

③

If the Operating Partner receives any Special Profits, the Operating Partner shall not be required to distribute such Special Profits at the time when it is received and may distribute funds in portions of the Special Profits that the Operating Partner deems, in its discretion, appropriate, on such date as the Operating Partner, in its discretion, designate.

3.	The distribution of Disposition Profits or Other Profits set forth in Paragraph 2, Items ① or ② of this Article shall be made in the order of priority and in the manner provided below:

①

First, 100% of the distributable amount shall be distributed to the partners, etc. until the total of the cumulative amount of distributions of partnership assets made to all partners, etc. up to such distribution pursuant to this Paragraph and the amount to be distributed to all Partners, etc. pursuant to the preceding paragraph in such distribution (the "Distributable Amount") equals the total of the amount of Capital Contribution made by all Partners, etc.

②

Second, if there is any remaining amount after deducting the distribution amount set forth in the preceding item from the Distributable Amount, with respect to the portion of such remaining amount until the aggregate amount of the distribution amount pursuant to Items ① and this Item, it shall be distributed as below:

(i)

If the amount reaches up to twice the amount of Capital Commitment of all Partners, etc., 20% of such amount shall be distributed to the Operating Partner and 80% of such amount shall be distributed to the Partners, etc.;

(ii)

if the amount exceeds twice the amount, up to three times the amount of Capital Commitment of all Partners, etc., 30% of such amount shall be distributed to the Operating Partner and 70% of such amount shall be distributed to the Partners, etc.;

(iii)

if the amount exceeds three times the amount, up to four times the amount of Capital Commitment of all Partners, etc., 40% of such amount shall be distributed to the Operating Partner and 60% of such amount shall be distributed to the Partners, etc.;

(iv)

if the amount exceeds four times the amount, up to five times the amount of Capital Commitment of all Partners, etc., 50% of such amount shall be distributed to the Operating Partner and 50% of such amount shall be distributed to the Partners, etc.;

(v)

if the amount exceeds five times the amount, up to six times the amount of Capital Commitment of all Partners, etc., 60% of such amount shall be distributed to the Operating Partner and 30% of such amount shall be distributed to the Partners, etc.;

(vi)

if the amount exceeds six times the amount, up to seven times the amount of Capital Commitment of all Partners, etc., 70% of such amount shall be distributed to the Operating Partner and 30% of such amount shall be distributed to the Partners, etc.; and

(vii)

if the amount exceeds seven times the amount of Capital Commitment of all Partners, etc., 80% of such amount shall be distributed to the Operating Partner and 20% of such amount shall be distributed to the Partners, etc.

4.

In the event of a distribution to Partners pursuant to this Article, the Operating Partner shall, without delay, notify in writing each Partner to whom such distribution is made (i) a statement of funds to be distributed from the proceeds of disposition, an outline of the business of the Portfolio Business with respect to such distribution, the reason for distribution and any other matter that the Operating Partner deems appropriate, and (ii) with respect to a distribution of Other Profits or Special Profits, a statement of the profits, the reason for the distribution and any other matter that

the Operating Partner deems appropriate.

6.	The Partnership Assets distributed pursuant to this Article shall become each Partner’s own assets from the day immediately following the day of distribution.

7.	The General Partner shall not be liable for any fluctuation in price of distributed assets occurred after its distribution, for any reason.

Article 25

Taxes and Other Public Duties

1.

The taxes and other public duties imposed on each Partner in connection with the business of the Partnership shall be borne by each Partner and shall not be paid out of the Partnership Assets; provided, however, that the Operating Partner may pay any tax or other public duty imposed due to a Disposition of Partnership Assets out of the Partnership Assets to the extent that such tax or other public duty is to be borne by each Partner in proportion to its Interest Amount.

2.

If any competent administrative agency requests that a Partner submit documents, materials, certificates or similar items in connection with taxes and other public duties imposed on such Partner in connection with the business of the Partnership, the Operating Partner shall, as appropriate, prepare these documents in such form as the Partner requires and send them to the Partner; provided, however, that the Operating Partner may charge the Partner for the expenses that are necessary to prepare and send them in such a manner as it deems appropriate in its discretion.

3.

If any Partner, etc. fails to pay its taxes and other public duties in connection with the business of the Partnership without any justifiable reason, or the Operating Partner reasonably determines that the Operating Partner or the Partnership is required by applicable laws to withhold taxes with respect to any Partner, etc. or pay any taxes and other public duties (including tax payments required by an amendment notice, determination notice, tax payment notice and any other tax assessment issued by a Japanese tax authority) on behalf of or with respect to any Interested Partner, the Operating Partner may, in making a distribution pursuant to Article 24, in its discretion, deduct cash or property that is to be distributed to such Interested Partner by an amount equal to such unpaid amount or amount paid from the Partnership Assets to be distributed to such Interested Partner and sell such property in such a manner as the Operating Partner in its discretion deems appropriate, and pay such taxes and other public duties. In such case, the Operating Partner may make such withholding or payment of taxes or other public duties and collect cash or property in the same manner. Upon request of the Operating Partner, the Partner, etc. shall immediately pay to the Operating Partner the amount necessary for payment of such taxes or other public duties or if the Operating Partner has already made such payment, the amount paid by the Operating Partner, together with interest at 14.6% per annum for the period from the date of payment by the Operating Partner until the date of actual payment by the Partner, etc. prorated on the basis of a 365-day year. These payments shall not be treated as part of any contribution to the Partnership. The Operating Partner shall not be liable for its determinations under this paragraph (including the determination, manner or results of any sale)

4.

A Foreign Partner represents and warrants that it is not treated as having a permanent establishment for the purpose of the tax laws of Japan for any reason other than its status as a Partner and that it would fall under the category of not having domestic source of income set forth in Article 161, Paragraph 1, Item 1 of the Income Tax Act or domestic source of income set forth in Article 138, Paragraph 1, Item 1 of the Corporate Tax Act if such Foreign Partner did not conduct any business in Japan pursuant to this Agreement. If it is discovered that such representation and warranty is not true or correct or if a Foreign Partner has failed to satisfy, or is likely to fail to satisfy, any of the requirements set forth in Article 41-21(1) of the Act on Special Measures Concerning Taxation, the Foreign Partner shall immediately notify the Operating Partner of such fact in writing. For the purpose of withholding in connection with distributions of the Partnership Assets, the Operating Partner shall not be liable to the Partnership or the Partners, etc. for the results of the withholding, so long as the Operating Partner relies on the Foreign Partner’s representation and warranty contained in this paragraph and withholds taxes and other public duties as prescribed by the laws of Japan and applicable tax treaties.

Operating Partner designates a due date, no later than such due date), submit such document to the Operating Partner and provide other cooperation as reasonably required (including, without limitation, identity confirmation procedures of General Partners and reporting personal information to Japanese or foreign tax authorities).

6.

The General Partner represents and warrants that the statements made in the documents submitted to the Operating Partner pursuant to the preceding paragraph are true and accurate. If it is discovered that such representation and warranty is not true or correct, the General Partner shall immediately notify the Operating Partner of such fact in writing.

7.

The Operating Partner shall not be liable for tax treatment of any Partner, etc. in connection with contributions to the Partnership, distributions of Partnership Assets or profits resulting from the business of the Partnership, and the Partners shall be responsible for confirming their respective tax treatment.

Article 26

Expenses

1.	All expenses listed in the following items incurred in connection with the business of the Partnership shall be paid out of the Partnership Assets:

①

Expenses necessary for acquisition of Partnership Assets, a Portfolio Company’s merger, stock exchange, stock transfer, company split, business tie-up or other reorganization, and disposition of the Partnership Assets (including fees for attorneys, certified public accountants, tax accountants and other professionals who are involved in due diligence investigations);

②

Expenses to exercise rights in relation to the Partnership Assets (including expenses to engage a servicer or other third party);

③

Expenses to convene and hold Partners’ meetings and Advisory Board meetings;

④

Expenses set forth in the following items:

(i)

Expenses to prepare accounting books and other accounting records as set forth in Article 20, Paragraph 3;

(ii)

Expenses to prepare and deliver the Financial Statements as set forth in Article 21, Paragraph 1; and

(iii)

Expenses to prepare and deliver the Semi-annual Financial Statements as set forth in Article 21, Paragraph 2;

⑤

Expenses to change the name of the Partnership Assets and otherwise required for perfection, and other expenses incurred to manage the Partnership Assets;

⑥

Expenses for attorneys, certified public accountants, tax accountants, appraisers, advisors and other professionals as reasonably required for the businesses of the Partnership;

⑦

Expenses incurred to comply with laws relating to the business of the Partnership or the expenses necessary for legal proceedings relating to the business of the Partnership (including expenses for lawsuits or other legal proceedings and administrative agency’s inspections or investigations);

⑧

Insurance premiums for insurance in connection with the business of the Partnership (if a director or employee of the Operating Partner assumes the office as director or other officer of a Portfolio Company, including insurance premiums for director liability insurance of such director or employee);

⑨

axes and other public duties incurred in connection with the business of the Partnership (including consumption tax and local consumption tax);

⑩

Expenses necessary for dissolution and liquidation of the Partnership; and

⑪

Other expenses reasonably incurred relating to the Partnership or the management of the business affairs of the Partnership.

2.	If the Operating Partner pays the expenses incurred by the Partnership in connection with the affairs of the Partnership,

1.

The Operating Partner shall receive, in cash, as compensation for the formation of the Partnership, an amount equal to 0.5% of the total Capital Commitment for organizing the Partnership, and each partner shall, upon request by the Operating Partner, pay to the managing partner an amount equal to 0.5% of its own committed capital contribution in cash, separate from the amount of its own Capital Commitment.

2.	Except for the fee set forth in the preceding paragraph, the Operating Partner shall receive no fees for managing the business affairs of the Partnership.

3.	The Operating Partner shall be entitled to receive a commission, fee or other consideration from a Portfolio Company in connection with a Portfolio Investment, or the management or technical guidance or advice or other management support provided by the Operating Partner to a Portfolio Company.

Article 28

Prohibition of Disposition of Interest

1.	No Partner shall have the right to transfer, pledge, hypothecate or otherwise dispose of its interest in the Partnership Assets for any reasons existing in or out of court; provided, however, that a Partner may transfer its status as a Partner in accordance with the following article.

2.	Any attempted disposition of an interest in the Partnership Assets by a Partner made in violation with the preceding paragraph shall be null and void and the Partnership shall not be liable to any assignee or other third party for such disposition.

Article 29

Transfer of Status as a Partner

1.	A General Partner may not transfer, pledge, hypothecate or otherwise dispose of its status as a Partner for any reasons existing in or out of court without obtaining the written consent of the Operating Partner.

2.

The Operating Partner may not refuse to consent to a transfer by a General Partner of its status as a Partner without reasonable cause. The Operating Partner shall not consent to a transfer that would result in the number of the General Partners being 500 or more after such transfer, and a transfer that fall under any of the items of Article 234, Paragraph 2 of the Cabinet Office Order on Financial Instruments Business, etc.

3.	A General Partner who will transfer its status as a Partner shall cause the proposed transferee to submit a document stating such transferee’s consent to be bound by this Agreement to the Operating Partner no later than a date designated by the Operating Partner.

4.	Notwithstanding the provisions of the preceding paragraphs, if a General Partner transfers its status as a Partner in whole or in part to the Operating Partner or another General Partner, it shall be sufficient to give a 30 days prior written notice to the Operating Partner.

5.

Notwithstanding the provisions of the preceding paragraphs, a General Partner shall be prohibited from transferring its status as a Partner that it has acquired or purchased to any Disqualified Investor. A General Partner shall be prohibited from transferring its status as a Partner that it has acquired or purchased to any Disqualified Investor if such transfer would fall under any of the requirements set forth in each item of Article 234, Paragraph 2, Item 1 or each item of Article 234, Paragraph 2, Item 2 of the Financial Instruments and Exchange Business Ordinance. In respect of a status as a Partner acquired upon its issuance by a General Partner which is a Qualified Institutional Investor, such General Partner and any successor to such General Partner’s status as a Partner shall be prohibited

from transferring its status as a Partner to any person other than a Qualified Institutional Investor. In respect of a status as a Partner acquired upon its issuance by a General Partner which is not a Qualified Institutional Investor, such General Partner and any successor to such General Partner’s status as a Partner shall be prohibited from transferring its status as a Partner, unless such status is transferred in its entirety.

①

No registration has been made in accordance with Article 4(1) of the FIEA with respect to the solicitation of an application to acquire the status of a Partner, since such solicitation does not fall under the case prescribed in Article 2(3)(iii) of the FIEA but falls under a “private placement for a small number of investors” as defined in Article 23-13(4) of the FIEA;

②

Partnership Interests that convey the status of a Partner are specified securities that fall under the category of interests in investment business for domestic securities as set forth in Article 1(5-2) of the Cabinet Office Ordinance concerning Disclosure of Details of Specified Securities and also falls under the category of rights as set forth in Article 2(2)(v) of the FIEA.

7.	The Operating Partner may not transfer its status as a Partner without the written consent of all other Partners.

8.	A Partnership Interest that conveys the status of a Partner corresponding to one unit of contribution shall be indivisible. The status of a Partner under this Article may be transferred only in multiples of a unit of contribution.

9.	Any attempted transfer of the status of a Partner by a Partner made in violation with the preceding paragraphs shall be null and void and the Partnership shall not be liable to any assignee or other third party for such transfer.

10.	In the case of merger or company split of a Partner, such Partner’s status as a Partner shall be comprehensively succeeded.

Article 30

Admission of Partners

1.

Until January 10, 2024, the Operating Partner may, on behalf of all Partners, admit any person who is not an Existing Partner. In case of such an admission, the Operating Partner shall, on behalf of all Partners, enter into an admission agreement with such person on such terms and conditions and in such form as the Operating Partner in its discretion deems appropriate (which shall include a clause under which the New Partner consents to be bound by this Agreement).

2.	Except as provided in the previous or this Article, no person may newly become a Partner.

Article 31

Withdrawal of a Partner

1.

Any Partner may only withdraw from the Partnership for unavoidable reasons. A Partner withdrawing pursuant to this paragraph shall give no later than 60 days prior written notice stating the reasons therefor to the Operating Partner, if a General Partner withdraws, or to all General Partners, if the Operating Partner withdraws.

2.	In addition to the case set forth in the preceding paragraph, any Partner shall withdraw from the Partnership if any of the following occurs:

①

Dissolution (except dissolution due to merger);

②

Death (provided, however, that its status as a Partner may be succeeded pursuant to Article 38);

③

Order to commence bankruptcy proceedings;

④

Order to commence guardianship;

⑤

Required withdrawal pursuant to Article 33.

3.	The Operating Partner shall be relieved of any liability that may arise from affairs conducted by it without the

1.

If a Partner who is a natural person dies, his/her heir may succeed to such Partner after providing the Operating Partner with a notice to the effect that such heir succeeds to such Partner’s status as a Partner within 3 months from death, together with materials as separately requested by the Operating Partner; provided, however, that if the Operating Partner reasonably determines that the heir falls under any category of Antisocial Forces or the Operating Partner would, by admitting the heir as a Partner, cease to satisfy the requirements prescribed in Article 63(1) of the FIEA, the Operating Partner may refuse the heir’s succession of such Partner’s status of a Partner.

2.	For the purposes of the main clause of the preceding paragraph, if there is more than one heir, they shall designate one of them as their representative and give the Operating Partner a written notice of such designation.

Article 33

Required Withdrawal of Partners

1.

If any of the following events occur with respect to a Partner, the Operating Partner may withdraw the Partner from the Partnership with a consent of the Partners holding a Number of Partnership Units equal to two-thirds or more of the aggregate Number of Partnership Units of all of the Partners, excluding the Partner in question. In this case, the Partner who effected such expulsion shall promptly notify the Partner of its required withdrawal.

①

If the Partner fails to perform any payment obligation under this Agreement for 90 days or more;

②

If the Partner conducts any act materially undermining confidence such as obstruction of the business of the Partnership without any justifiable reason;

③

If the Partner violates any material obligation under this Agreement.

2.	The provisions of the preceding paragraph shall not prevent any claims for damages against the Partner who is required to withdraw from the Partnership.

Article 34

Interest and Liability of Withdrawing Partner

Article 35

Notice of Change in the status of a Partner

Article 36

Prerequisites for the status of an Operating Partner

Article 38

Dismissal

①

If the Operating Partner fails to perform any payment obligation under this Agreement for 90 days or more;

②

In the course of conducting the business affairs of the Partnership or representing the Partnership, commits a serious illegal act;

③

If the Operating Partner violates any material obligation under this Agreement.

Article 39

Appointment

1.	In the case of the preceding two Articles or if an Operating Partner withdraws pursuant to Article 31, all Partners (excluding the Operating Partners who have resigned or are dismissed) may unanimously appoint a successor Operating Partner from among the Partners.

2.	The Operating Partner who has withdrawn pursuant to Article 31 or Article 37 shall have rights and obligations as the Operating Partner until the earlier of the appointment of a successor Operating Partner pursuant to the preceding paragraph.

3.	The rights and obligation under the Agreement that accrued to the former Operating Partner prior to the appointment of the Operating Partner as set forth in Paragraph 1 shall not be affected by the loss of the status of an Operating Partner.

Article 40

Dissolution

①

the expiration of the Partnership Period;

②

the determination by the Operation Partner, with a consent of the General Partners holding a Number of Partnership Units equal to 75% or more of the aggregate Number of Partnership Units of all of the General Partners, that the Partnership has accomplished its business purposes set forth in Article 6 or that it would be impossible to accomplish such business purposes;

③

the number of Partners has decreased to one;

④

the determination of dissolution of the Partnership by unanimous agreement by the Partners; or

⑤

the determination of the Operating Partnership that all General Partners have ceased to be Qualified Institutional Investors and it has become difficult to lawfully manage the Partnership.

1.	The Operating Partner shall serve as the liquidator of the Partnership if the Partnership is dissolved

2.	The liquidator shall be entitled to receive appropriate compensation for the performance of its services.

Article 42

Power of Liquidator

Article 43

Liquidation Procedures

1.

The liquidator shall, without delay after assuming office, investigate the current conditions of the Partnership Assets, prepare a list of assets and a balance sheet, develop a specific plan for the disposition of assets and send these documents to the Partners. The liquidator may appoint, at the expenses of the Partnership, lawyers, certified public accountants, tax accountants, appraisers, advisors or other professionals for the investigation of the current conditions and calculation of values of the Partnership Assets.

2.

The liquidator shall, promptly after assuming office, distribute to the Interested Partners any remaining Partnership Assets after repayment of all debts of the Partnership and expenses necessary for liquidation procedures in accordance with ratio of distribution of Partnership Assets to the Interested Partners as set forth in Articles 24, Paragraph 2; provided, however, that if the existence or amount of any debt is disputed, the liquidator may distribute the assets remaining after reserving such assets as the liquidator deems to be necessary for repayment of such debt. Any other matters relating to the liquidation shall be conducted in such manner as the liquidator deems appropriate in its discretion.

3.	The provisions of Articles 5(2) and (3), 11, 12, 15(2), (3) and (6) to (10), 17, 19, 25, 26, 29, 45, 46, 47 and 53(1)to(3) shall apply mutatis mutandis to the liquidator.

Article 44

Method of Liquidation

1.	Upon dissolution of the Partnership, the liquidator may shall distribute any Portfolio Security that remains in the residual assets of the Partnership pursuant to any of the following method:

2.	The provisions of Articles 24(5) to (7) shall apply mutatis mutandis to distribution under the preceding paragraph.

Article 45

Permissions, etc.

1.

If, in connection with the Partnership’s acquisition or Disposition of any Portfolio Security of a Portfolio Company, any permission, license, approval, filing, report or any other procedures is required with respect to any Partner pursuant to applicable laws of Japan or any foreign country, the Partner shall conduct such procedures by itself or in accordance with the Operating Partner’s instructions and report the completion of such procedures to the Operating Partner promptly after they are completed. In such case, the Operating Partner shall have the power to conduct such procedures on behalf of the Partner at the Partner’s cost and the Partner shall cooperate with the Operating Partner.

2.

If the Operating Partner becomes aware that the procedures set forth in the preceding paragraph are required to be taken prior to the acquisition or Disposition of any Portfolio Security, then the Operating Partner shall not acquire or make Disposition of the Portfolio Security until the completion of the procedures.

3.	A Partner shall comply with rules and regulations applicable to the Partners in connection with the business of the Partnership. The Operating Partner shall have the power to conduct procedures required for any Partner at such Partner's cost to the extent reasonably possible.

Article 46

Notice and Bank Account

1.

All notices or demands to be given or made under this Agreement shall be (and shall be sufficient if) delivered by hand or sent or transmitted by mail, postage prepaid (if to any foreign country, by airmail) or facsimile (however, promptly confirmed by mail), to the addresses or facsimile numbers of each Partner as specified in Exhibit 1 attached hereto (or any other address or facsimile number changed by a Partner from time to time and notified by it to the Operating Partner in accordance with the manner under this paragraph). A notice or demand under this paragraph shall be deemed to have reached 3 days from the day of dispatch, if sent by mail, or at the time of transmission, if sent by facsimile.

2.

Payment and receipt of funds between the Partnership and a Partner pursuant to this Agreement shall be (and shall be sufficient if) remitted to the Partner’s bank account as specified in Exhibit 1 attached hereto (or any other bank account changed by the Partner from time to time and notified by it to the Operating Partner in accordance with the manner under the preceding paragraph).

3.	Fees for remittance under the preceding paragraph shall be borne by payer.

Article 47

Confidentiality

1.

Each General Partner shall not disclose or divulge to any third party or use other than for the purpose set forth in this Agreement: (i) information received from the Partnership, other Partners or any Portfolio Company in connection with the Partnership and (ii) information (including the Financial Statements and Semi-annual Financial Statements set forth in Article 21) acquired pursuant to this Agreement, based on its status as a General Partner or upon exercise of any right given to a General Partner under this Agreement; provided, however, that such information shall not include information that: (i) is already in the public domain at the time of receipt; (ii) is held by such General Partner at the time of receipt; (iii) enters the public domain due to any event not attributable to such General Partner after its receipt; (iv) is duly acquired by such General Partner from a third party that does not owe any confidential duty; and (v) is approved by the Operating Partner to be disclosed.

2.

The Operating Partner shall not disclose or divulge to any third party or use other than for the purpose set forth in this Agreement: (i) information received from any General Partner in connection with the Partnership and (ii) information regarding any General Partner acquired pursuant to this Agreement, based on its status as Operating Partner or upon exercise of any right given to the Operating Partner under this Agreement; provided, however, that such information shall not include information that: (i) is already in the public domain at the time of receipt; (ii) is held by the Operating Partner at the time of receipt; (iii) enters the public domain due to any event not attributable to the Operating Partner after its receipt; (iv) is duly acquired by the Operating Partner from a third party that does not

owe any confidential duty; and (v) is approved by the relevant General Partner to be disclosed.

4.

A Partner shall ensure that its officers, employees and agents comply with the obligation prescribed in the preceding three paragraphs. A violation of any such obligations by any officer, employee or agent of a Partner shall be deemed as such Partner’s violation of the obligations set forth in the preceding three paragraphs.

5.	If any Partner causes damages or losses to the Partnership in violation with this Article due to its willful misconduct or negligence, the Partner shall compensate such damages or losses.

Article 48

Confirmation concerning the Financial Instruments and Exchange Act, etc.

1.

Each General Partner hereby confirms that the Operating Partner has notified it that no registration has been made in accordance with Article 4(1) of the FIEA with respect to the solicitation of an application to acquire the status of a Partner, since such solicitation does not fall under the case prescribed in Article 2(3)(iii) of the FIEA but falls under a “private placement for a small number of investors” as defined in Article 23-13(4) of the FIEA.

2.

Each General Partner hereby confirms that the Operating Partner has notified it that Partnership Interests that convey the status of a Partner (i) are specified securities that fall under the category of interests in investment business for domestic securities as set forth in Article 1(5-2)(a) of the Cabinet Office Ordinance concerning Disclosure of Details of Specified Securities and also (ii) fall under the category of rights as set forth in Article 2(2)(v) of the FIEA.

3.	Each General Partner hereby confirms that this document is a document as set forth in Article 23-13(5) of the FIEA and that it received this document by retaining one counterpart of this Agreement after affixing its signature or name and seal on this Agreement.

4.

Each General Partner hereby confirms by this Agreement that it has received from the Operating Partner, prior to the execution of this Agreement, a document stating the matters set forth in Article 63(11) and each item of Article 37-3, Paragraph 1 of the Financial Instruments and Exchange Act, and each item of Article 82, Article 83(1) and each item of Article 87, Paragraph 1of the Financial Instruments Business Ordinance. However, this shall not apply if the proviso of Article 37-3(1) of the Financial Instruments and Exchange Act applies or if the General Partner is a Professional Investor (including a person deemed to be a Professional Investor under Article 34-3(4) or 34-4(6) of the said Act, hereinafter the same).

5.

Upon execution of this Agreement, the General Partner confirms by this Agreement that it has received from the Operating Partner the document set forth in Paragraph 1 of Article 63, Paragraph 11 and Article 37-4 of the Financial Instruments and Exchange Act or information regarding the matters described in such document, in accordance with the provisions of Article 63, Paragraph 11 and Article 37-4 of the same Act. However, this shall not apply if the proviso of Paragraph 1 of said Article applies or if the General Partner is a Professional Investor.

6.

The General Partner hereby confirms that it was notified by the Operating Partner prior to the execution of this Agreement that a General Partner who falls under Article 2, Paragraph 31, Item 4 of the Financial Instruments and Exchange Act may make an offer pursuant to Article 34 of the said Act (an offer requesting that they be treated as a client other than a Professional Investor) and that they have not made such an offer.

7.

Each General Partner hereby confirms that it has received from the Operating Partner a sufficient explanation in respect of important matters as set forth in Article 4(1) of the Act on Sales, etc. of Financial Instruments (Act No. 101 of 2000, as amended), such as that there is a risk of loss of principal in connection with contribution to the Partnership under this Agreement, and a document stating such important matters. However, this shall not apply if the General Partner is a Qualified Institutional Investor.

Partner in connection with executing this Agreement pursuant to Article 4(1) of the Act concerning Prevention of Transfer of Criminal Proceeds (Act No. 22 of 2007, as amended) and Articles 3 and 4 of the Ordinance for Enforcement of the Act concerning Prevention of Transfer of Criminal Proceeds (Ordinance of Cabinet Office, Ministry of Internal Affairs and Communications, Ministry of Justice, Ministry of Finance, Ministry of Health, Labour and Welfare, Ministry of Agriculture, Forestry and Fisheries, Ministry of Economy, Trade and Industry and Ministry of Land, Infrastructure, Transport and Tourism No. 1 of 2008, as amended) are correct on the Effective Date.

9.

Each General Partner agrees that the capital contribution and other money required to be paid under this Agreement are not the proceeds of any crime and that it is not a crime under the Act on Punishment of Organized Crimes and Control of Criminal Proceeds (Act No. 136 of 1999, as amended) or the Act on Special Provisions, etc. of the Narcotics and Psychotropics Control Act (Act No. 94 of 1991, as amended) for the purpose of preventing acts that promote illicit activities related to controlled substances under international cooperation. If it becomes aware that the Partner it is subject to such restrictions, it shall immediately report to the Operating Partner to that effect and the details thereof, and shall ascertain and confirm the facts relating to such information and report them as soon as possible.

Article 49

Special Provisions concerning Specially Permitted Businesses for Qualified Institutional Investor, etc.

1.	Each General Partner represents and warrants to the Operating Partner that it does not fall under any category of Disqualified Investor on the day that it becomes a Partner.

2.

Each General Partner shall not fall under any category of Disqualified Investor while it is a Partner and, if it is discovered that the representation and warranty given under the preceding paragraph is not true or correct or that it has become a Disqualified Investor, it shall immediately notify the Operating Partner.

3.	A General Partner who is admitted to the Partnership as a Qualified Institutional Investor represents and warrants that it is a Qualified Institutional Investor on the day when it becomes a Partner.

4.

Each General Partner set forth in the preceding paragraph shall continue to be a Qualified Institutional Investor while it is a Partner, except where there is any change of laws or regulations or the prior written consent of the Operating Partner. If it is discovered that the representation or warranty given under the preceding paragraph is not true or correct or that it has ceased to be a Qualified Institutional Investor, it shall immediately notify the Operating Partner.

5.	A General Partner who is admitted to the Partnership as persons other than Qualified Institutional Investors shall represent and warrant to the Managing Partner that they are Qualified Institutional Investor as of the date they become members.

6.	The Operating Partner represents and warrants to the General Partner that, as of the execution of this Agreement, it does not fall under any of the provisions of Article 63, Paragraphs 7, Item 1, (a) through (e) of the Financial Instruments and Exchange Act.

7.	The managing partner shall not fall under any of the provisions of Article 63, Paragraphs 7, Item 1, (a) through (e) of the Financial Instruments and Exchange Act while holding the status of Operating Partner.

Article 50

Elimination of Anti-social Forces, etc.

1.

Each Partner represents and warrants that they, their officers and those substantially involved in their management do not fall under the category of any Anti-social Force, and that they do not fall under any of the following categories, and covenant that they will not fall under any of the following categories in the future:

①

a person having such relationship with Anti-social Forces that shows the Anti-social Forces’ control over the person’s management;

②

a person having such relationship with Anti-social Forces that shows the Anti-social Forces’ substantial involvement in the person’s management;

③

a person having such relationship with Anti-social Forces that shows reliance on the Anti-social Forces for the purpose of unfairly benefiting itself or third parties, or of damaging third parties;

④

a person having such relationship with Anti-social Forces that shows provision of funds, benefits or services from the person to the Anti-social Forces; or

⑤

a person where any of the board members or other personnel substantially involved in its management is engaged in socially condemnable relationship with the Anti-social Forces.

2.	Each Partner covenant that they will not take any of the following actions by themselves or through the use of a third party:

①

a demand with violence;

②

an unreasonable demand beyond its legal entitlement;

③

use of intimidating words or actions in relation to transactions;

④

an action to defame the reputation or interfere with the business of the Partnership by spreading rumor, using fraudulent means or resorting to force; or

⑤

other equivalent actions of above.

3.

If it is discovered that, while it is as a Partner, itself, its directors or any person substantially involved in its management falls under Anti-social Forces or any of the items of Paragraph 1, or commits any act falling under any of the items of the preceding paragraph, or makes a false declaration with respect to its representations and warranties or covenants pursuant to Paragraph 1, it shall immediately notify the Operating Partner (or all General Partners in the case of Operating Partners) of such fact and the details thereof, and ascertain and confirm the facts immediately.

4.	When entering into an investment agreement with a Portfolio Company, the Operating Partner shall cause the Portfolio Company to make the same representations, warranties and assurances as those owed by the Partners in Paragraphs 1 and 2.

Article 51

Indemnification due to Violation of Representation or Warranty

Article 52

Amendments to this Agreement

1.

This Agreement may be amended by the Operating Partner, in its discretion, from time to time, with the consent of the General Partners holding a Number of Partnership Units equal to two-thirds or more of the aggregate Number of Partnership Units of all of the General Partners; provided, however, that a Partner’s Capital Commitment may not be changed without the consent of such Partner.

2.	Notwithstanding the preceding two paragraphs, the Operating Partners may, without the consent of the General Partners, amend this Agreement to: (i) increase its obligations or reduce its rights; and (ii) cure any manifest error of any provisions of this Agreement.

Article 53

Effectiveness and Severability of this Agreement

1.	If any of the provision of this Agreement is held to be invalid, the other remaining provisions hereof shall not be affected thereby and shall remain effective.

2.	Even if this Agreement is held to be invalid with respect to, or cancelled by, any Partner, this Agreement shall be in full force and effect with respect to the other Partners.

Article 54

Language, Governing Law and Jurisdiction

1.	This Agreement shall be prepared in Japanese. If any translation of this Agreement is prepared and there is any inconsistency or difference in construction or intention between the translated version and the Japanese originals, the Japanese originals shall prevail.

2.	This Agreement shall be governed by and construed in accordance with the laws of Japan.

3.	The Tokyo District Court shall be the court of the first instance with exclusive jurisdiction over any dispute arising from or related to this Agreement.

Name of Person or Entity	Address	Telephone Number   Facsimile Number	Bank Account	Designation as Operating Partner or General Partner	Number of Partnership Units
Shuichi Takenaga	1-3-1-4105 Minami-Aoyama, Minato-ku, Tokyo Shuichi Takenaga	090-3103-8719   shu.takenaga@gmail.com	Mitsui Banking Corporation Mita-dori Branch 7933088	General Partner	20 Units
ZUU Funders Co., Ltd.	9th floor, Sumitomo Fudosan Aobadai Tower, 3-6-28 Aobadai, Meguro-ku, Tokyo	03-4405-6100   kazumasa.tomita@zuuonline.com	Sumitomo Mitsui Banking Corporation Shibuya Third Corporate Sales Department	Operating Partner	13 Units

 

NON-REDEMPTION AGREEMENT

 

THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of January 11, 2024, is made by and between Pono Capital Two, Inc., a Delaware corporation (the “Company”), ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).

 

RECITALS

 

WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of January 31, 2023 (as the same has been amended and restated to date, the “Business Combination Agreement”), with the Target, Pono Two Merger Sub, Inc. (“Merger Sub”), Mehana Capital, LLC, in its capacity as Purchaser Representative, and Dr. Aikawa, in his capacity as Seller Representative, pursuant to which, at the closing of the transactions contemplated therein, the Merger Sub will merge with and into SBC, with SBC continuing as the surviving corporation (collectively, the “Business Combination”);

 

WHEREAS, the Third Amended and Restated Certificate of Incorporation of the Company, as amended from time to time (the “Certificate”) provides that the Company must consummate an initial business combination by February 9, 2024 (unless extended pursuant to the Certificate) or it must liquidate;

 

WHEREAS, the Company intends to seek approval of its stockholders to, at the discretion of the Company’s board of directors, amend the Certificate to extend the date by which the Company must consummate an initial business combination (the “Extension Proposal”) and will also clear all comments with the Securities and Exchange Commission (SEC), to its proxy statement in connection with the Business Combination on or before April 30, 2024 (the “Clearance Date”) and will as soon as possible thereafter hold a stockholder meeting to approve the Business Combination (the “Business Combination Proposal”);

 

WHEREAS, in accordance with the Certificate, in connection with the Extension Proposal, the Company must provide the public holders of its Class A common stock, par value $0.0001 per share (the “Common Stock”) with the right to redeem the shares of Common Stock held by them, on the terms set forth in the Certificate (“Redemption Rights”);

 

WHEREAS, Holder wishes to acquire from stockholders of the Company 1,500,000 to 1,700,000 shares of Common Stock (the “Holder’s Shares”), worth a total amount of $15,900,000 to $18,020,000 (based upon an assumed purchase price of $10.60 per Holder Share, which is set by the market), in the open market, at a price no higher than the redemption price per share payable to stockholders who exercise Redemption Rights in connection with the stockholder vote to approve the Business Combination (the “Redemption Price”), prior to the meeting to vote on the Extension Proposal (the “Meeting Date”) and to agree to waive its Redemption Rights and hold the Holder’s Shares until after the closing of the Business Combination (the “Closing Date”);

 

WHEREAS, on or prior to the Meeting Date, the Company expects to enter into other agreements (the “Other Non-Redemption Agreements”) with certain other investors and/or stockholders (the “Other Holders”) pursuant to which such Other Holders will agree to waive their Redemption Rights; and

 

NOW, THEREFORE, in consideration of the foregoing and the mutual acknowledgments, understandings, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company, Target, Dr. Aikawa, and Holder hereby agree as follows:

 

1. Representations and Warranties of Holder. Holder represents and warrants that:

 

(a) Holder (i) is a natural person or is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Holder and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

 

(b) The execution and delivery of this Agreement by Holder does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if applicable) or applicable law to which Holder or the Holder’s Shares or the Incentive Shares, if applicable, is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any person (including under any contract binding upon Holder or any Holder’s Shares or the Incentive Shares, if applicable, ), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement.

 

(c) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement.

 

(d) The Holder (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is not a “U.S. person” as defined in Regulation S promulgated under the Securities Act, (iii) is acquiring any Incentive Shares (as defined below) that may be transferred to the Holder pursuant to this Agreement only for its own account and not for the account of others, or if the Holder is acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or institutional accredited investor (as the case may be) and the Holder has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iv) is not acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. The Holder is not an entity formed for the specific purpose of acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement, unless such newly formed entity is an entity in which all of the investors are institutional accredited investors and is an “institutional account” as defined by FINRA Rule 4512(c). The Holder is a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities. Accordingly, the Holder understands that the acquisition of any Incentive Shares that may be transferred to the Holder pursuant to this Agreement meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

 

2. Purchase of Shares; Waiver of Redemption Rights.

 

(a) Holder shall purchase the Holder’s Shares, at a price no higher than the Redemption Price, from third parties in the open market or through privately negotiated transactions, including from stockholders of the Company that elect to exercise Redemption Rights. In order to effectuate the foregoing, to the extent legally permitted to do so, Holder shall purchase Holder’s Shares at any time and from time to time prior to the Meeting Date.

 

(b) Holder acknowledges that it will have Redemption Rights with respect to the Holder’s Shares purchased hereunder pursuant to the Certificate, but Holder covenants and agrees, for the benefit of the Company, that, provided that the Company has cleared all comments with the SEC by the Clearance Date, neither it nor any of its affiliates shall exercise any Redemption Rights under the Certificate with respect to the Holder’s Shares.

 

(c) Holder and its affiliates shall not directly or indirectly Transfer the Holder’s Shares at any time following the date such shares are acquired through the Termination Date (as defined below). As used herein, “Transfer” shall mean the following: (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) promulgated thereunder with respect to, any of the Holder’s Shares, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Holder’s Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

 

(d) In furtherance of the covenants in paragraphs 2(b) and 2(c): (x) Holder hereby irrevocably waives, on behalf of itself and its affiliates, the Redemption Rights applicable to the Holder’s Shares, and irrevocably constitutes and appoints the Company and its designees, with full power of substitution, as its (and its affiliates’) true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to revoke any redemption election made in contravention of paragraph 2(b) above with respect to any Holder’s Shares and any Incentive Shares and to cause the Company’s transfer agent to fail to redeem such Holder’s Shares and any Incentive Shares in connection with both the Extension Proposal and the Business Combination, (y) Holder shall deliver such documentation as is reasonably requested by the Company to evidence that none of the Holder’s Shares or any Incentive Shares have been redeemed or Transferred, and (z) in the event of a breach of paragraph 2(b) or 2(c) with respect to any Holder’s Shares or any Incentive Shares (the “Transferred/Redeemed Shares”), Holder unconditionally and irrevocably agrees to, or to cause one or more of its affiliates to, subscribe for and purchase from the Company (or from its assignee(s) or designee(s)) prior to the Meeting Date a number of shares of Common Stock equal to the number of such Transferred/Redeemed Shares, for a per share purchase price not greater than the amount to be received by public stockholders of the Company exercising their Redemption Rights in connection with the stockholder vote to approve the Business Combination.

 

(e) The Company acknowledges and agrees that the Holder and/or its affiliates may own additional public shares in excess of the Holder’s Shares and any Incentive Shares (the “Other Shares”) and that nothing herein shall restrict any rights of the Holder with respect to such Other Shares including, without limitation, the Redemption Rights or to otherwise exercise any right with respect to such Other Shares.

 

(f) In consideration of the Holder’s agreement hereunder to waive its Redemption Rights with respect to the Holder’s Shares, and subject to (i) the Holder acquiring 1,500,000 to 1,700,000 shares of Common Stock in the open market as set forth above, and (ii) Holder’s satisfaction of its other obligations hereunder, the Company, on the Closing Date, provided that Holder has continued to hold the Holder’s Shares through the Closing Date, Target and Dr. Aikawa shall cause to be issued or transferred to Holder a number of shares of the Company’s Common Stock held by Dr. Aikawa (the “Incentive Shares,” and together with the Holder’s Shares, the “Aggregate Holder Shares”), which will equal one (1) Incentive Share for each Holder’s Share that is continuously owned by Holder until the Closing Date.

 

3. Agreement to Abstain from Voting.

 

(a) Holder and the Company acknowledge the guidance published by the Division of Corporation Finance with respect to tender offers set forth in the Tender Offer Rules and Schedules Compliance and Disclosure Interpretations, Question 166.01. Accordingly, Holder covenants and agrees that Holder and its affiliates shall (i) appear at any meeting of the stockholders of the Company, however called, or at any adjournment thereof, in person or by proxy, or otherwise cause all of the Holder’s Shares to be counted as present thereat for purposes of establishing a quorum, and (ii) tender an “abstain” vote with respect to all of Holder’s Shares with respect to, and not vote any of Holder’s Shares for or against, the Business Combination Agreement, the Business Combination or any other proposal brought by the Company in connection with the Business Combination.

 

(b) Holder shall vote all of Holder’s Shares against any proposal in opposition to approval of the Business Combination or in competition with or inconsistent with the Business Combination Agreement, the Business Combination or the transactions contemplated thereby, and against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or the transactions contemplated hereby or thereby, or (ii) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital shares of, the Company.

 

(c) In addition, on the Meeting Date, Holder shall (i) appear at the meeting or otherwise cause all of Holder’s Shares to be counted as present thereat for the purpose of establishing a quorum; (ii) vote, or cause to be voted at the meeting, all of Holder’s Shares in favor of the Extension Proposal; and (iii) vote against any action, proposal, transaction or agreement that is not recommended by the board of directors of the Company at such meeting.

 

4. Covenants of the Holder. Holder hereby agrees to permit the Company to publish and disclose Holder’s identity, ownership of the Holder’s Shares and any Other Shares and the nature of Holder’s commitments, arrangements and understandings under this Agreement and a copy of this Agreement, in (a) the proxy materials filed by the Company with the SEC in connection with the Extension Proposal or the Business Combination, (b) any Form 8-K filed by the Company with the SEC in connection with the execution and delivery of this Agreement, or in connection with the Extension Proposal or the Business Combination, and (c) any other documents or communications provided by the Company or the Company to any governmental authority or to the Company’s stockholders, in each case, to the extent required by the federal securities laws or the SEC or any other securities authorities. Holder agrees that it shall not, and shall cause its affiliates not to, indirectly accomplish or attempt to accomplish that which it is not permitted to accomplish directly under this Agreement.

 

5. Registration Rights. Concurrent with the transfer of the Incentive Shares to Stockholder under this Agreement, Holder shall have the right to enter into the Registration Rights Agreement (as defined in the Business Combination Agreement), between the Company, the Sponsor (as defined in the Business Combination Agreement) and certain other parties thereto, and the Company hereby represents and confirms to Holder that, upon Holder’s receipt of the Incentive Shares and entrance into the Registration Rights Agreement, (i) Holder shall be an “Investor” under the Registration Rights Agreement and (ii) the Incentive Shares shall be “Registrable Securities” under the Registration Rights Agreement.

 

6. Miscellaneous.

 

(a) The Company agrees to indemnify and hold harmless the Holder and, if the Holder is an entity, its directors, officers, managers, members and stockholders (as applicable, the “Holder Parties”), to the fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, and other liabilities, and will advance to the Holder Parties any and all fees, costs, expenses and disbursements related to investigating, preparing, defending, asserting, or enforcing any claim, action, suit, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration (including any and all legal and other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), arising out of, related to, or in connection with this Agreement, other than to the extent caused by the breach of the representations and warranties of the Holder herein, or a breach of the terms and conditions of this Agreement by any Holder Party.

 

(b) This Agreement shall terminate on the earliest to occur of (i) the Closing Date, (ii) the termination of the Business Combination Agreement, or (iii) in the event that the Company has not cleared all SEC comments to its proxy statement in connection with the Business Combination, the Clearance Date (the earliest of (i), (ii), or (iii), the “Termination Date”).

 

(c) Holder acknowledges that the Company and Dr. Aikawa will rely on the representations, warranties, acknowledgments, understandings and agreements contained in this Agreement. Holder agrees to promptly notify the Company and Dr. Aikawa if any of the representations, warranties, acknowledgments, understandings or agreements set forth herein are no longer accurate in all material respects.

 

(d) Each of the Company, and Dr. Aikawa and the Holder is entitled to rely upon this Agreement and is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 

(e) Neither this Agreement nor any rights that may accrue to Holder hereunder may be transferred or assigned. Neither this Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned, except to the Target.

 

(f) This Agreement may not be modified, waived or terminated except by an instrument in writing, signed by each of the parties hereto.

 

(g) This Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.

 

(h) Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(i) Holder acknowledges that the Company has established a trust account containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”). Holder agrees that (i) it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, in each case in connection with this Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Agreement or otherwise; provided, that such release and waiver of Claims shall not include any rights or claims of Holder or any of its affiliates to exercise Redemption Rights with respect to the Other Shares and, after the Termination Date, the Holder’s Shares. In the event Holder has any Claim against the Company, Holder shall pursue such Claim solely against the Company’s assets outside the Trust Account and not against the property or any monies in the Trust Account. Holder agrees and acknowledges that such waiver is material to this Agreement and has been specifically relied upon by the Company to induce the Company to enter into this Agreement and Holder further intends and understands such waiver to be valid, binding and enforceable under applicable law.

 

(j) As a result of the purchase of the Holder’s Shares, Holder will be entitled to receive funds from the Trust Account in the event of a redemption of the Holder’s Shares pursuant to the terms set forth in the Certificate if the Company’s proxy statement in connection with the Business Combination does not clear SEC comments by the Clearance Date.

 

(k) As a result of the purchase of the Holder’s Shares, Holder will be entitled to receive funds from the Trust Account in the event of a redemption of the Holder’s Shares pursuant to the terms set forth in the Certificate..

 

(l) If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

 

(m) This Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

 

(n) Other than as specifically set forth herein, each party shall pay all of its own expenses in connection with this Agreement and the transactions contemplated hereby.

 

(o) Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (c) five (5) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

 

If to Holder, to such address or addresses set forth on the signature page hereto;

 

If to the Company, to:

 

Pono Capital Two, Inc.

643 Ilao Street, #102

Honolulu, Hawaii 96813

Attn: Darryl Nakamoto

E-mail:

 

with a required copy to (which copy shall not constitute notice):

 

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10010

Attention: Mitchell Nussbaum; Alexandria Kane

Email:

 

If to Dr. Aikawa, to:

 

SBC Medical Group Holdings Incorporated

Attn: Yoshiyuki Aikawa, CEO

6-5-1, NishiShinjyuku, Shinjyuku Tokyo 163-1312, Japan

E-mail:

 

with a required copy to (which copy shall not constitute notice):

 

Anthony, Linder & Cacomanolis, PLLC

Attn: Laura Anthony

1700 Palm Beach Lakes Blvd., Suite 820

West Palm Beach, FL 33401

E-mail:

 

(p) The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this paragraph 6(o) shall not be required to provide any bond or other security in connection with any such injunction.

 

(q) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.

 

(r) Any claim, action, suit, assessment, arbitration or proceeding based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the State of New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such claim, action, suit, assessment, arbitration or proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such claim, action, suit, assessment, arbitration or proceeding shall be heard and determined only in any such court, and agrees not to bring any claim, action, suit, assessment, arbitration or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any claim, action, suit, assessment, arbitration or proceeding brought pursuant to this paragraph 6(q). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

(s) Holder hereby covenants and agrees that, except for this Agreement, it (i) shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Holder’s Shares or the Incentive Shares and (ii) shall not grant at any time while this Agreement remains in effect a proxy, consent or power of attorney with respect to the Holder’s Shares or the Incentive Shares, if applicable, that is inconsistent with this Agreement.

 

(t) Nothing contained in this Agreement shall be deemed to vest in the Company or its subsidiaries any direct or indirect ownership or incidence of ownership of or with respect to the Holder’s Shares or the Incentive Shares. All rights, ownership and economic benefits of and relating to the Holder’s Shares or the Incentive Shares, if applicable, shall remain fully vested in and belong to the Holder, and none of the Company or its subsidiaries shall have no authority to direct the Holder in the voting or disposition of any of the Holder’s Shares or the Incentive Shares, if applicable, except as otherwise provided herein.

 

(u) Holder hereby agrees that its representations, warranties and covenants set forth herein are solely for the benefit of Dr. Aikawa, the Company and its subsidiaries in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not,

 

confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further agree that this Agreement may only be enforced against, and any action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the persons expressly named as parties hereto; provided, that the Holder Parties are intended third party beneficiaries of paragraph 6(a).

 

(v) If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

 

[Signature Page Follows]

 

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

 

	COMPANY:
	PONO CAPITAL TWO, INC.
	By:	/s/ Darryl Nakamoto
	Name:	Darryl Nakamoto
	Title:	Chief Executive Officer

	HOLDER:
	ZUU Target Fund for SBC Medical Group HD Investment Partnership
	By:	/s/ Kazumasa Tomita
	Name:	Kazumasa Tomita
	Title:	Operating Manager/Chief Executive Officer of ZUU Funders Co., Ltd

	Address for Notices:
	Attention:	Finance & Strategy Company
	Email:	kazumasa.tomita@zuuonline.com

SBC MEDICAL GROUP HOLDINGS INCORPORATED
By:	/s/ Yoshiyuki Aikawa
Name:	Yoshiyuki Aikawa
Title:	Chief Executive Officer

/s/ Yoshiyuki Aikawa

Yoshiyuki Aikawa

[Signature Page to Non-Redemption Agreement]

 

8

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Exhibit 99.4

TRANSACTIONS

The following table sets forth all transactions with respect to Class A Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof, on February 6, 2024. All such transactions were purchases effected by ZUU Funders Co. Ltd. in the open market.

	Trade Date	Shares Purchased		Price per Share ($)*
	1/26/2024	565,601		10.83
	1/26/2024	1,017		10.81
	1/29/2024	298,307		10.83
	1/30/2024	6,900		10.83
	1/30/2024	10,830		10.81
	1/31/2024	60,700**		10.95
	2/1/2024	359,200		10.85
	2/2/2024	24,739		10.93
	2/2/2024	1**		10.95
	2/6/2024	11,719		10.98

*Prices are rounded to the nearest cent and are exclusive of commissions.

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