Exhibit
10.4


 


Pono
Capital Two, Inc.


643
Ilalo St. #102


Honolulu,
Hawaii 96813


August
4, 2022


 


Ladies
and Gentlemen:


 


Pono
Capital Two, Inc. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses
or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933,
as amended (“Securities Act”), in connection with its initial public offering (“IPO”),
pursuant to a registration statement on Form S-1 (“Registration Statement”).


 


The
undersigned hereby commits that it will purchase 571,375 units of the Company (“Private Units”), each Private
Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”),
and one warrant (the “Warrants”), with each whole warrant entitling its holder to purchase one (1) share of
Class A Common Stock, for a purchase price of $5,713,750 (the “Private Unit Purchase Price”).


 


The
undersigned hereby agrees that it will purchase an additional amount of units of the Company (“Over-Allotment Units”),
up to a maximum of 63,000 Over-Allotment Units, or a maximum purchase price of $630,000 (“Over-Allotment Unit Purchase Price”,
together with the Private Unit Purchase Price, the “Purchase Price”), in the event EF Hutton, division of Benchmark
Investments, LLC (“EF Hutton”) exercises its over-allotment option, such that the amount held in the trust
account (as described in the Registration Statement) does not fall below $10.25 per share for each share of Class A Common Stock sold
in the IPO.


 


At
least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Unit Purchase
Price to be delivered to Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”), counsel for the Company,
by wire transfer as set forth in the instructions attached as Exhibit A to hold in a non-interest bearing account until the Company
consummates the IPO.


 


The
consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO and the consummation
of the purchase and issuance of the Over-Allotment Units shall occur simultaneously with the closing of any exercise of the over-allotment
option related to the IPO. Simultaneously with the consummation of the IPO, Nelson Mullins shall deposit the Private Unit Purchase Price,
without interest or deduction, into the trust fund (“Trust Fund”) established by the Company for the benefit
of the Company’s public shareholders as described in the Registration Statement. If the Company does not complete the IPO within
ten (10) days from the date of this letter, the Private Unit Purchase Price (without interest or deduction) will be returned to the undersigned.


 


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


 


[signature
page to Placement Unit Purchase Agreement]


 




    	 



    	 



    

 


The
Private Units and Over-Allotment Units will be identical to the units to be sold by the Company in the IPO, and the holders of the Private
Units and Over-Allotment Units are entitled to registration rights. Additionally, the undersigned agrees:


 


	 	●	to
    vote the shares of Class A Common Stock included in the Private Units and Over-Allotment Units in favor of any proposed Business
    Combination;
	 	 	 
	 	●	not
    to propose, or vote in favor of, an amendment to the Company’s Certificate of Incorporation that would affect the substance
    or timing of the Company’s obligation to redeem 100% of the Company’s shares of Class A Common Stock sold in the IPO
    if the Company does not complete an initial Business Combination within 9 months from the closing of the IPO (or up to 18 months
    from the closing of the IPO if the Company extends the period of time to consummate an initial Business Combination as described
    in more detail in the prospectus included in the Registration Statement), unless the Company provides the holders of shares of Class
    A Common Stock sold in the IPO with the opportunity to redeem their shares of Class A Common Stock upon approval of any such amendment
    at a per-share price, payable in cash, equal to the aggregate amount of the Trust Fund, including interest earned on Trust Fund and
    not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding
    shares of Class A Common Stock sold in the IPO;
	 	 	 
	 	●	not
    to convert any shares of Class A Common Stock included in the Private Units and Over-Allotment Units into the right to receive cash
    from the Trust Fund in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions
    of the Company’s Certificate of Incorporation, and not to tender the Private Units and Over-Allotment Units in connection with
    a tender offer conducted prior to the closing of a Business Combination;
	 	 	 
	 	●	the
    undersigned will not participate in any liquidation distribution with respect to the Private Units and Over-Allotment Units (but
    will participate in liquidation distributions with respect to any units or shares of Class A Common Stock purchased by the undersigned
    in the IPO or in the open market) if the Company fails to consummate a Business Combination;
	 	 	 
	 	●	that
    the Private Units, Over-Allotment Units, and underlying securities will not be transferable until after the consummation of a Business
    Combination except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees,
    (ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate
    planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations
    order, (vi) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price
    at which the Private Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation
    of a Business Combination, in each case (except for clause vii) where the transferee agrees to the terms of the transfer restrictions;
    and
	 	 	 
	 	●	the
    Private Units and Over-Allotment Units will include any additional terms or restrictions as is customary in other similarly structured
    blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each
    of which will be set forth in the Registration Statement.


 


[signature
page to Placement Unit Purchase Agreement]


 




    	 



    	 



    

 


The
undersigned acknowledges and agrees that the purchaser of the Private Units and Over-Allotment Units will execute agreements in form
and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation
of the IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 


The
undersigned hereby represents and warrants that:


 


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


 


[signature
page to Placement Unit Purchase Agreement]


 




    	 



    	 



    

 


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


 


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


 


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


 


[signature
page to Placement Unit Purchase Agreement]


 




    	 



    	 



    

 


Exhibit
A


 


Wire
Instructions


 


Bank
Name: [redacted]


Bank
Address: [redacted]


Account
Name: [redacted]


Account
Number: [redacted]


Routing/ABA
Number (Domestic Wires): [redacted]


 


[signature
page to Placement Unit Purchase Agreement]