Exhibit 10.5 


 


LOCK-UP
AGREEMENT


 


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”).


 


WHEREAS,
in connection with the Merger Agreement, and in view of the valuable consideration to be received by the parties thereunder, the parties
desire to enter into this Agreement, pursuant to which the Restricted Securities (as defined below), shall become subject to limitations
on disposition as set forth herein.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and intending to be legally bound hereby, the parties hereby agree as follows:


 


1.
Lock-Up Provisions.


 


(a)
The Holder hereby agrees not to, during the period commencing from the Closing and through the first anniversary of the date of the Closing
(the “Lock-Up Period”): (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and
the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities or (ii) enter into any swap
or hedging or other arrangement which is designed to or which reasonably could be expected to lead to or result in a sale or disposition
of the Restricted Securities, or that transfers to another, in whole or in part, any of the economic consequences of ownership of any
Restricted Securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of such securities,
in cash or otherwise (any of the foregoing described in clauses (i) or (ii), a “Prohibited Transfer”); provided,
for the avoidance of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause the Company to file and cause
to become effective a registration statement with the SEC naming such Holder as a selling securityholder (and to make any required disclosures
on Schedule 13D in respect thereof). Notwithstanding the foregoing, the Lock-Up Period and restrictions set forth in this Section 1 shall
not apply:


 


(A)
to the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities; provided,
that such plan does not provide for the transfer of Restricted Securities during the Lock-Up Period;


 




    


     


    

 


(B)
to the transfer of any or all of the Restricted Securities by a bona fide gift or charitable contribution;


 


(C)
to the transfer of any or all of the Restricted Securities by will or intestate succession upon the death of the Holder or any Permitted
Transferee;


 


(D)
to the transfer of any or all of the Restricted Securities to any Permitted Transferee;


 


(E)
to a transfer relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired
in open market transactions after the Closing;


 


(F)
to the transfer pursuant to a qualified domestic order or in connection with a divorce settlement or any related court order;


 


(G)
to the transfer of any Common Stock or other securities acquired as part of the Private Placement;


 


(H)
if the closing price of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date
of Closing;


 


(I)
in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property; or


 


(J)
to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I)
above;


 


provided,
however, that in the case of (B), (C), (D) or (J), it shall be a condition to such transfer that the transferee executes and delivers
to the Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions
of this Agreement applicable to such holder, and there shall be no further transfer of such Restricted Securities except in accordance
with this Agreement; provided, further, that in the case of (B) or (C), such transfer or distribution shall not involve
a disposition for value.


 


As
used in this Agreement, the term “Restricted Securities” shall mean (i) with respect to Sponsor or its transferees,
the Parent Class A Shares (including shares of common stock of the Company issued upon the conversion, exchange or reclassification of
Parent Class A Shares (“Common Stock”)) received by Sponsor at the Closing upon the automatic conversion of
the Parent Class B Shares held by Sponsor or its transferees, and (ii) with respect to each other Holder (a) any Common Stock held by
the Holder immediately after the Effective Time, (b) any Common Stock issuable upon exercise or settlement of options or restricted
stock units with respect to Common Stock held by the Holder immediately after the Effective Time and (c) any securities convertible into
or exercisable or exchangeable for Common Stock held by the Holder immediately after the Effective Time.


 




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As
used in this Agreement, the term “Permitted Transferee” shall mean:


 


(i)
any direct or indirect general partner, limited partner, shareholder, member or owner of similar equity interests in the Holder or any
related investment funds or vehicles controlled or managed by such Persons or their respective Affiliates;


 


(ii)
a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling,
child or grandchild of the Holder or any other person with whom the Holder has a relationship by blood, marriage or adoption not more
remote than first cousin; or


 


(iii)
any Affiliate of the Holder.


 


The
Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent with the foregoing
or that are necessary to give further effect thereto.


 


(b)
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall
be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one
of its equity holders for any purpose. In order to enforce this Section 1, the Company may impose stop-transfer instructions with respect
to the Restricted Securities (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.


 


(c)
During the Lock-Up Period, each certificate or book-entry position evidencing any Restricted Securities shall be marked with a legend
in substantially the following form, in addition to any other applicable legends:


 


“THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT BY AND BETWEEN THE ISSUER OF SUCH
SECURITIES AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH LOCK-UP AGREEMENT
WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(d)
For the avoidance of doubt, the Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted
Securities during the Lock-Up Period, including the right to vote any Restricted Securities that are entitled to vote. The Company agrees
to (i) instruct its transfer agent to remove the legend in clause (c) immediately above upon the expiration of the Lock-Up Period and
(ii) if requested by the transfer agent, cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent
in connection with the instruction under subclause (i).


 




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2.
Miscellaneous.


 


(a)
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors and assigns. This Agreement and the rights and obligations hereunder shall
not be assignable or transferable by any of the parties, in whole or in part (including by operation of law), without the prior written
consent of the other parties hereto, which any such party may withhold in its absolute discretion.


 


(b)
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and
permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other
than the parties hereto and such successors and permitted assigns, any legal or equitable rights under this Agreement.


 


(c)
Governing Law; Jurisdiction.


 


(A)
This Agreement and all disputes, claims or controversies relating to, arising out of, or in connection with this Agreement shall be governed
by and construed in accordance with the internal Laws of the State of Delaware applicable to contracts executed in and to be performed
in the State of Delaware, without giving effect to any choice of Law or conflict of Laws rules or provisions (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.


 


(B)
Each party irrevocably agrees that any Action arising out of or relating to this Agreement brought by any other party or its successors
or assigns shall be brought and determined in the Court of Chancery of the State of Delaware (or, to the extent such court does not have
subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States
District Court for the District of Delaware, and each party hereby irrevocably consents and submits to the exclusive jurisdiction of
the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising
out of or relating to this Agreement and the transactions contemplated hereby. Each party agrees not to commence any Action relating
thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment,
decree or award rendered by any such court in Delaware as described herein. Each party hereby irrevocably and unconditionally waives,
and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this
Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts
in Delaware as described herein for any reason and (ii) that (1) the Action in any such court is brought in an inconvenient
forum, (2) the venue of such Action is improper or (3) this Agreement, or the subject matter hereof, may not be enforced in
or by such courts. Each party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive
and may be enforced by suit on the judgment or in any other manner provided by Law.


 




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(d)
WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,
(ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY AND (iv) IT HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 2(D). 


 


(e)
Interpretation. The headings, titles and subtitles set forth in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Except when the context requires otherwise, any reference in this Agreement
to any Section or clause shall be to the Sections and clauses of this Agreement. The words “herein,” “hereto,”
“hereof” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer
to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. The term “or” means
“and/or”. The words “include,” “includes” and “including” are deemed to be followed by
the phrase “without limitation”. Reference to any person includes such person’s successors and assigns to the extent
such successors and assigns are permitted by the terms of any applicable agreement, and reference to a person in a particular capacity
excludes such person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument
means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof
and, if applicable, the terms hereof. Reference to any Law means such Law as amended, modified, codified, replaced or re-enacted, in
whole or in part, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder, all as in effect
on the date of this Agreement. Any reference to the masculine, feminine or neuter gender shall include such other genders and any reference
to the singular or plural shall include the other, in each case unless the context otherwise requires.


 


(f)
No Presumption Against Drafting Party. Each of the parties acknowledges that it has participated jointly in the negotiation and
drafting of this Agreement and has been represented by counsel in connection with this Agreement and the transactions contemplated hereby.
Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against
the drafting party has no application and is expressly waived.


 




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(g)
Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered
by hand or electronic mail or postage prepaid mail (registered or certified) or nationally recognized overnight courier service and shall
be deemed given when so delivered by hand or electronic mail, or if mailed, three (3) days after mailing (one Business Day in the case
of overnight courier service), as follows:


 


If
to the Company, to:


 


9
Channel Center St., 7th Floor


Boston,
MA 02127


		Attention:	Chief
                                            Executive Officer
	 	Email:	####






 


with
a copy (which shall not constitute notice) to:


 


Goodwin
Procter LLP


100
Northern Avenue


Boston,
Massachusetts 02210


		Attention:	William
                                            J. Schnoor
	 	 	Paul
                                            R. Rosie
	 	E-mail:	wschnoor@goodwinlaw.com
	 	 	prosie@goodwinlaw.com









 


If
to the Holder, to the address set forth on the Holder’s signature page hereto.


 


Notices
or other communications to any other Holder that becomes a party hereto pursuant to Section 1 shall be delivered to the address set forth
in the applicable joinder agreement or other instrument executed by such Holder and binding such Holder to the terms of this Agreement.


 


(h)
Amendments and Waivers. Prior to Closing, only upon the written consent of the Company, and following closing, only upon the approval
by (i) a majority of the members of the Board of Directors of the Company then in office that qualify as “independent” for
purposes of audit committee membership under Section 10A-3 under the Exchange Act and (ii) the director designated by Sponsor pursuant
to the Merger Agreement (such approval not to be unreasonably withheld or delayed), compliance with any of the provisions, covenants
and conditions set forth in this Agreement may be waived by the Company, or any of such provisions, covenants or conditions may be amended
or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely
affects the Holder, solely in its capacity as a holder of Restricted Securities, shall require the consent of the Holder. No provision
of this Agreement may be waived unless such waiver is in writing and signed by the party or parties against whom such waiver is to be
effective. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power,
or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.


 


(i)
Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for
any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable
in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 




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(j)
Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Company shall
be entitled to an injunction or injunctions to prevent breaches of this Agreement by a Holder and to enforce specifically the terms and
provisions hereof, in addition to any other remedy to which any party is entitled at law or in equity. In the event that any Action shall
be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that
there is an adequate remedy at law, and each party agrees to waive any requirement for the securing or posting of any bond in connection
therewith.


 


(k)
Entire Agreement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect
to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter; provided,
that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement
or any documents related thereto or referred to therein. Notwithstanding the foregoing, nothing in this Agreement shall limit any of
the rights or remedies of the Company or any of the obligations of the Holder under any other agreement between the Holder and the Company
or any certificate or instrument executed by the Holder in favor of the Company, and nothing in any other agreement, certificate or instrument
shall limit any of the rights or remedies of the Company or any of the obligations of the Holder under this Agreement.


 


(l)
Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting
party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further
action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.


 


(m)
Execution of Agreement. This Agreement may be executed in one (1) or more counterparts, all of which shall be considered one (1)
and the same agreement, and shall become effective when one (1) or more such counterparts have been signed by each of the parties and
delivered to the other party. Facsimile or electronic mail transmission of counterpart signatures to this Agreement shall be acceptable
and binding.


 


(n)
Termination. In the event the Merger Agreement is terminated in accordance with its terms, this Agreement shall automatically
terminate and be of no further force and effect.


 


[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	company:
	 	 	 
	 	PINE
    TECHNOLOGY ACQUISITION CORP.
	 	 	 
	 	By:	 
	 		Name:	         
	 		Title:	 


 


[Signature
Page to Lock-Up Agreement]


 




    


     


    




 


	 	HOLDER:
	 	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Lock-Up Agreement]