PINE TECHNOLOGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of March 10, 2021Warrant Agreement • March 16th, 2021 • Pine Technology Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 10, 2021 is by and between Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
UNDERWRITING AGREEMENT between PINE TECHNOLOGY ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: March 10, 2021 PINE TECHNOLOGY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2021 • Pine Technology Acquisition Corp. • Blank checks • New York
The undersigned, Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Pine Technology Acquisition Corp. New York, NY 10038Securities Subscription Agreement • January 19th, 2021 • Pine Technology Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Pine Technology Sponsor LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 19th, 2021 • Pine Technology Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE] by and between Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
Pine Technology Acquisition Corp. 260 Lena Drive Aurora OH 44202 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 16th, 2021 • Pine Technology Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Pine Technology Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. S
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2021 • Pine Technology Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 10, 2021 by and between Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • March 16th, 2021 • Pine Technology Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 10, 2021 by and between Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification & Liability • January 19th, 2021 • Pine Technology Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE] by and between [COMPANY], a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2021 • Pine Technology Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2021, is made and entered into by and among Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), Pine Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 16th, 2021 • Pine Technology Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2021 (this “Agreement”), is entered into by and between Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), and Pine Technology Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • February 19th, 2021 • Pine Technology Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [DATE] (this “Agreement”), is entered into by and between Pine Technology Acquisition Corp., a Delaware corporation (the “Company”), and Pine Technology Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
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, 2021Merger Agreement • December 7th, 2021 • Pine Technology Acquisition Corp. • Blank checks • Delaware
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).
Pine Technology Acquisition Corp. Aurora, OH 44202Administrative Services Agreement • March 16th, 2021 • Pine Technology Acquisition Corp. • Blank checks • New York
This letter agreement by and between Pine Technology Acquisition Corp., a Delaware corporation (the “Company”) and Peel Acquisition Company II, LLC, a Delaware limited liability corporation (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-253278) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
CLIMACELL INC.Employment Agreement • February 1st, 2022 • Pine Technology Acquisition Corp. • Services-prepackaged software
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).
CLIMACELL INC.Employment Agreement • February 1st, 2022 • Pine Technology Acquisition Corp. • Services-prepackaged software
CLIMACELL INC. OFFER LETTEROffer Letter • February 1st, 2022 • Pine Technology Acquisition Corp. • Services-prepackaged software
Welcome to ClimaCell! It is my pleasure to offer you full-time employment with ClimaCell, Inc., a Delaware corporation (“ClimaCell” or the “Company”). The following sets forth the terms and conditions of our offer (this “Agreement”).
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”).
TERMINATION OF AGREEMENT AND PLAN OF MERGERTermination of Agreement and Plan of Merger • March 7th, 2022 • Pine Technology Acquisition Corp. • Services-prepackaged software • Delaware
THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 6th day of March, 2022, by and among The Tomorrow Companies Inc., a Delaware corporation (the “Company”), Pine Technology Acquisition Corp., a Delaware corporation (“Parent”), and Pine Technology Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COMMERCIAL LEASE CLIMACELL, INC. BOSTON, MA 02210 SUBMISSION NOT AN OPTIONCommercial Lease • February 1st, 2022 • Pine Technology Acquisition Corp. • Services-prepackaged software • Massachusetts
THE SUBMISSION OF THIS LEASE FOR EXAMINATION AND NEGOTIATION DOES NOT CONSTITUTE AN OFFER TO LEASE. A RESERVATION OF, OR OPTION FOR, THE LEASED PREMISES SHALL VEST NO RIGHT IN ANY PARTY. TENANT OR ANYONE CLAIMING UNDER OR THROUGH TENANT SHALL HAVE THE RIGHTS TO THE LEASED PREMISES AS SET FORTH HEREIN AND THIS LEASE BECOMES EFFECTIVE AS A LEASE ONLY AS A LEASE UPON EXECUTION, ACKNOWLEDGMENT AND DELIVERY THEREOF BY LANDLORD AND TENANT, REGARDLESS OF ANY WRITTEN OR VERBAL REPRESENTATION OF ANY AGENT, MANAGER, OR EMPLOYEE OF LANDLORD TO THE CONTRARY.
SUBLEASE AGREEMENTSublease Agreement • February 1st, 2022 • Pine Technology Acquisition Corp. • Services-prepackaged software • Massachusetts
This Sublease Agreement (the “Sublease”) is made as of October 26, 2020 (the “Effective Date”), by and between CLIMACELL, INC., a Delaware corporation (“Sublandlord”) and CLARION HEALTHCARE, LLC, a Massachusetts limited liability company (“Subtenant”), in the following factual context:
CLIMACELL INC.Employment Agreement • February 1st, 2022 • Pine Technology Acquisition Corp. • Services-prepackaged software
On behalf of ClimaCell Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer:
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).
The Tomorrow Companies Inc. OFFER LETTEREmployment Agreement • February 1st, 2022 • Pine Technology Acquisition Corp. • Services-prepackaged software
Welcome to Tomorrow.io! It is my pleasure to offer you full-time employment with The Tomorrow Companies Inc, a Delaware corporation (“Tomorrow.io” or the “Company”). The following sets forth the terms and conditions of our offer (this “Agreement”).
SUBLEASE AGREEMENTSublease Agreement • February 1st, 2022 • Pine Technology Acquisition Corp. • Services-prepackaged software • Massachusetts
THIS SUBLEASE AGREEMENT (the “Sublease” or “Sublease Agreement”) is entered into on this 29th day of July 2021 (the “Effective Date”) by and between ENGIE HOLDINGS INC., a Delaware corporation (“Sublandlord”), having an address at 1360 Post Oak Blvd, Suite 400, Houston, TX 77056 and THE TOMORROW COMPANIES INC. (“Subtenant”), having an address of 25 Dorchester Ave, Rm 52150, Boston, MA 02205.
