Exhibit 10.6


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	
    Principal Amount: $350,000

    Interest: 0.33% per annum
	 	Dated as of December 6, 2021

New York, New York


 


Pine Technology Acquisition
Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Pine Technology
Sponsor LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Three
Hundred Fifty Thousand Dollars ($350,000) in lawful money of the United States of America, on the terms and conditions described below.
All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker
to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1. Principal. The
principal balance of this Note shall be payable by the Maker on the earlier of: (i) March 15, 2023 or (ii) the date on which Maker consummates
an initial business combination as contemplated by its amended and restated certificate of incorporation dated March 10, 2021 (the “Charter”).
The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer,
director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


2. Interest. This Note shall bear
interest at 0.33% per annum, which interest shall be payable concurrent with the payment of the principal balance of this Note.


 


3. Advancement of
Funds. Maker and Payee acknowledge that on or about the date hereof, Payee has advanced to Maker $350,000, the entire
amount of the principal of this Note, by check or wire transfer of immediately available funds or as otherwise determined by the
Payee and Maker.


 


4. Application of Payments. All
payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid
principal balance of and interest accrued on this Note.


 


5. Events of Default. The following
shall constitute an event of default (“Event of Default”):


 


(a) Failure to Make
Required Payments. Failure by Maker to pay the principal amount or interest due pursuant to this Note within five (5) business days
of the date specified above.


 


(b) Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or
other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.


 


(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 






     


     


    

 


6. Remedies.


 


(a) Upon the occurrence
of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of and interest accrued on this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence
of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of and interest accrued on this Note, and all
other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.


 


7. Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms
of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal,
or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for
any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may
be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ
in whole or in part in any order desired by Payee.


 


8. Unconditional Liability. Maker
hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in
any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any
and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions
of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker
or affecting Maker’s liability hereunder.


 


9. Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) 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 or (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.


 


10. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11. Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12. Trust Waiver.
Notwithstanding anything herein to the contrary, prior to the consummation of Maker’s initial business combination as contemplated
by its Charter, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to
any distribution of or from the trust account established in which the proceeds of the initial public offering (the “IPO”)
conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued
in a private placement in connection with the IPO were deposited, as described in greater detail in the registration statement and prospectus
filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the trust account for any reason whatsoever prior to the consummation of Maker’s initial business
combination as contemplated by its Charter.


  


13. Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


14. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.


 




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IN WITNESS WHEREOF, Maker,
intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


`


	 	PINE TECHNOLOGY ACQUISITION CORP.
	 	 	 	 
	 	By:	 /s/ Adam Karkowsky
	 	 	Name:  	Adam Karkowsky
	 	 	Title: 	Chairman



 


[Signature Page to Promissory Note]


 




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Accepted and agreed this 6th day of December, 2021.


 


	 	PINE TECHNOLOGY SPONSOR LLC
	 	 
	 	By:  Peel Acquisition Company II, LLC, its Managing Member
	 	 	 	 
	 	By:	/s/ Barry D. Zyskind
	 	 	Name:  	Barry D. Zyskind
	 	 	Title: 	Manager



 


[Signature Page to Promissory Note]


 


 


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