Exhibit
10.6


 


AMENDED
AND RESTATED


SECURITIES
SUBSCRIPTION AGREEMENT


 


This
AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of May 17, 2022 (the
“Effective Date”), Mehana Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”),
and Pono Capital Two, Inc., a Delaware corporation (the “Company,” “we” or “us”).


 


WHEREAS,
the Parties entered into a Securities Subscription Agreement dated April 13, 2022 (the “Original Agreement”).


 


WHEREAS,
the Parties hereto desire to amend and restate the Original Agreement and intend to modify the effective date of the Original Agreement
to May 17, 2022.


 


NOW,
THEREFORE, in consideration of the promises and mutual covenants and conditions contained in this Agreement and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties agree to amend and restate the Original
Agreement in its entirety as follows:


 


This
Agreement is entered into on May 17, 2022 by and between Mehana Capital LLC, a Delaware limited liability company (the “Subscriber”
or “you”), and Pono Capital Two, Inc., a Delaware corporation (the “Company,” “we” or “us”).
Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common
stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters
of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment
option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:


 


		1.	Purchase
                                            of Securities.



 


1.1.
Purchase of Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash,
the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture,
on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement,
the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the
shares (the “Original Certificate”), or effect such delivery in book-entry form (“Uncertificated Securities”).


 


		2.	Representations,
                                            Warranties and Agreements.



 


2.1.
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the
Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.2.
No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Shares.


 






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2.3.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber,
(ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which
the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.4.
Organization and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under
the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).


 


2.5.
Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an
indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration
is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect
its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective
registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber
is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the
Shares.


 


2.6.
Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge
and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished
pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations
which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information
in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


2.7.
Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement
exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar
exemptions under state law.


 


2.8.
Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account
and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502 under the Securities Act.


 






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2.9.
Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a
public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing
the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or
otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration
under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any
interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the
Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the
Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber
for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical
compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.10.
No Governmental Consents. No governmental, administrative or other third-party consents or approvals are required, necessary or
appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.11.
Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby
represents and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.12.
Organization and Corporate Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


2.13.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation (the “Certificate
of Incorporation”) or Bylaws of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii)
any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company
is subject.


 


2.14.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and
validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber
will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer
restrictions hereunder and other agreements to which the Shares may be subject which have been notified to the Subscriber in writing,
(b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of
the Subscriber.


 






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2.15.
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with
any transactions.


 


		3.	Forfeiture
                                            of Shares.



 


3.1
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the
IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall
forfeit any and all rights to such number of Shares (up to an aggregate of 375,000 Shares and pro rata based upon the percentage of the
Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders
prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any private placement units that are expected to
be purchased at the closing of the IPO, (ii) shares of Class A common stock issuable upon exercise of any warrants or (iii) shares of
Class A common stock purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of the
Company’s common stock immediately following the IPO (excluding private placement units that are expected to be purchased at the
closing of the IPO and securities expected to be issued to the underwriters for the IPO).


 


3.2
Termination of Rights as Stockholder. If any of the Shares are forfeited in accordance with this Section 3, then after
such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company
shall take such action as is appropriate to cancel such forfeited Shares.


 


3.3
Share Certificates. In the event an adjustment to the Original Certificate, if any, is required pursuant to this Section 3,
then the Subscriber shall return such Original Certificate to the Company or its designated agent as soon as practicable upon its receipt
of notice from the Company advising Subscriber of such adjustment, following which a new certificate (the “New Certificate”),
if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate, if any,
shall be returned to the Subscriber as soon as practicable. Any such adjustment for any Uncertificated Securities held by the Subscriber
shall be made in book-entry form.


 


		4.	Waiver
                                            of Liquidation Distributions; Redemption Rights.



 


4.1
In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or
claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s
public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”),
in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination as defined
in the Company’s Certificate of Incorporation. For purposes of clarity, in the event the Subscriber purchases shares of Class A
common stock in the IPO or in the aftermarket (the “Additional Shares”), any additional Shares of Class A common stock so
purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the
right to redeem any shares of common stock, both Shares and Additional Shares, into funds held in the Trust Account upon the successful
completion of an initial business combination.


 


4.2
In connection with the Shares purchased pursuant to this Agreement and the Additional Shares, the Subscriber hereby waives any and all
right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account in connection with the approval
by the Company’s shareholders of an amendment to the Company’s Certificate of Incorporation: (i) that modifies the substance
or timing of the Company’s obligation to provide for the redemption of the Company’s Series A Common shares public shares
in connection with an initial business combination or to redeem 100% of our public shares if the Company does not complete its initial
business combination within 21 months from the date of the IPO; or (ii) with respect to any other material provision relating to stockholders’
rights or pre-initial business combination activity.


 






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		5.	Restrictions
                                            on Transfer.



 


5.1
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known
as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees
not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to
be transferred shall then be effective; or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company,
that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated
by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


5.2
Lock-up. Subscriber acknowledges that the Securities will be subject to the lock-up provisions (the “Lock-up”) contained
in the Insider Letter.


 


5.3
Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH,
IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
DURING THE TERM OF THE LOCKUP.”


 


5.4
Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary
dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or
into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate
adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to
this Section 5 and Section 3.


 






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5.5
Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant
to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration
Rights Agreement”).


 


		6.	Other
                                            Agreements.



 


6.1
Further Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.


 


6.2
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing
and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


6.3
Entire Agreement. This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially in
the form to be filed as an exhibit to the Registration Statement on Form S--1 associated with the Company’s IPO, embodies the entire
agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior
oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant
or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express
terms and provisions of this Agreement.


 


6.4
Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement
executed by all parties hereto.


 


6.5
Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not
similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and
shall not constitute a continuing waiver or consent.


 


6.6
Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written
consent of the other party.


 


6.7
Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties
hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as
a third-party beneficiary of this Agreement.


 






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6.8
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of Delaware applicable to contracts wholly performed within the borders of such state, without giving effect to
the conflict of law principles thereof.


 


6.9
Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof,
contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the
extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall
nevertheless remain in full force and effect.


 


6.10
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of
such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement
shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand.


 


6.11
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or
in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


6.12
No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create
any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission
or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of
such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13
Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14
Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 






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6.15
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity
or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other
gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.
The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.


 


6.16
Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7.
Voting and Tender of Shares. Subscriber agrees to vote the Shares and the Additional Shares in favor of an initial business combination
that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to
such Shares and Additional Shares. Additionally, the Subscriber agrees not to tender any Shares or Additional Shares in connection with
a tender offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the Company.


 


8.
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 




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If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to
us.


 


	 	Very
    truly yours,
	 	 
	 	Pono
    Capital Two, Inc.
	 	 
	 	By:	/s/
    Darryl Nakamoto
	 	Name:	Darryl
    Nakamoto
	 	Title:	Chief
    Executive Officer




 


Accepted
and agreed as of the date first written above.


 


	Mehana
    Capital LLC	 
	 	 
	By:	/s/
    Dustin Shindo	 
	Name:	Dustin
    Shindo	 
	Title:	Managing
    Member	 




 






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