REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2021 • Pine Technology Acquisition Corp. • Blank checks • Delaware
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of December 7, 2021 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Tomorrow.io and Pine Technology Merger Corp., a Delaware corporation (“Merger Sub”), Merger Sub merged with and into Tomorrow.io, with Tomorrow.io surviving as a wholly-owned subsidiary of the Company, and all of the shares of capital stock of Tomorrow.io (including those held by the Tomorrow.io Equityholders) were converted into the right to receive common stock of the Company (“Common Stock”); and
SUBSCRIPTION AGREEMENTSubscription Agreement • December 7th, 2021 • Pine Technology Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated December 7, 2021, is entered into by and between Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among The Tomorrow Companies Inc., Pine Technology Acquisition Corp., and PINE TECHNOLOGY MERGER CORP. Dated as of December 7, 2021Agreement and Plan of Merger • December 7th, 2021 • Pine Technology Acquisition Corp. • Blank checks • Delaware
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 7th, 2021 • Pine Technology Acquisition Corp. • Blank checks • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of December 7, 2021, is entered into by and among Pine Technology Acquisition Corp., a Delaware corporation (“Parent”), Pine Technology Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), The Tomorrow Companies Inc., a Delaware corporation (the “Company”), and [●], a [●] (the “Securityholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • December 7th, 2021 • Pine Technology Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of _________________, 2021 by and between (a) Pine Technology Acquisition Corp., a Delaware corporation (the “Acquiror” and the successor-in-interest to Acquiror following the consummation of the transactions contemplated by the Merger Agreement (as defined below), the “Company”), and (b) the person or entity identified under the heading “Holder” on the signature page hereto (“Holder”). Capitalized terms used but not otherwise defined in this Agreement will have the meanings ascribed to such terms in the Agreement and Plan of Merger, dated as of December 7, 2021, by and among The Tomorrow Companies Inc., a Delaware corporation, Acquiror and Pine Technology Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (as it may be amended or supplemented from time to time, the “Merger Agreement”).
PARENT SUPPORT AGREEMENTParent Support Agreement • December 7th, 2021 • Pine Technology Acquisition Corp. • Blank checks • Delaware
This PARENT SUPPORT AGREEMENT, dated as of December 7, 2021 (this “Agreement”), is entered into by and among Pine Technology Acquisition Corp., a Delaware corporation (“Parent”), The Tomorrow Companies Inc., a Delaware corporation (the “Company”), Pine Technology Sponsor LLC, a Delaware limited liability company (“Sponsor”) and any transferees who become party to this Agreement pursuant to Section 2 (the “Parent Holders”). Capitalized terms used herein and not otherwise defined will have the meaning given such terms in the Merger Agreement (as defined below).
