Exhibit 10.3


 


VOTING AND SUPPORT AGREEMENT 


 


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).


 


RECITALS 


 


WHEREAS, concurrently herewith, Parent, Merger Sub, and The Tomorrow
Companies Inc., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger (as amended,
supplemented, restated or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but
not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement), pursuant to which (and subject
to the terms and conditions set forth therein), among other transactions, Merger Sub will merge with and into the Company, with the Company
surviving the merger (the “Merger”);


 


WHEREAS, as of the date hereof, the Securityholder is the record and
“beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (together with
the rules and regulations promulgated thereunder, the “Exchange Act”)) of and is entitled to dispose of and vote the
number of shares of Company Capital Stock listed on the Securityholder’s signature page hereto (collectively, the “Owned
Stock” and the Owned Stock and any additional equity securities of the Company (or any securities convertible into or exercisable
or exchangeable for equity securities of the Company) in which the Securityholder acquires record and beneficial ownership after the date
hereof, including by purchase, as a result of a dividend, split, recapitalization, combination, reclassification, exchange or change of
such units, or upon exercise or conversion of any securities, the “Covered Stock”); and


 


WHEREAS, as a condition and inducement to the willingness of Parent
and Merger Sub to enter into the Merger Agreement, the Company agreed to deliver Company Support Agreements executed by Specified Company
Securityholders representing at least the requisite number and class of issued and outstanding shares of Company Capital Stock required
to consent to, approve or adopt the Merger Agreement, the Additional Agreements and the Transactions, including the Merger.


 


AGREEMENT 


 


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the Securityholder hereby covenants and agrees as follows:


 


1. Agreement to Vote. Subject to the earlier termination of
this Agreement in accordance with Section 3, the Securityholder, in its capacity as an equityholder of the Company, irrevocably and unconditionally
acknowledges and agrees that it has validly executed and delivered, and has caused any other holder of record of any of any of the Securityholder’s
Covered Stock to validly execute and deliver, in each case to the Company, on the date first written above and automatically effective
as of the first Business Day following the Effective Date, the written consent attached hereto as Exhibit A in respect of all of
the Securityholder’s Covered Stock. In addition, prior to the Termination Date (as defined herein), the Securityholder, in its capacity
as an equityholder of the Company, irrevocably and unconditionally agrees that, at any meeting of the stockholders of the Company (whether
annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof)
and in connection with any written consent of the stockholders of the Company, the Securityholder shall, and shall cause any other holder
of record of any of the Securityholder’s Covered Stock to:


 


(a) if and when such meeting is held, appear at such meeting or otherwise
cause the Securityholder’s Covered Stock to be counted as present thereat for the purpose of establishing a quorum;


 




     


     


    

 


(b) vote (or execute and return an action by written consent), or cause
to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Securityholder’s
Covered Stock owned as of the record date for such meeting (or the date that any written consent is executed by the Securityholder) in
favor of the Merger and the adoption of the Merger Agreement and any other matters necessary or reasonably requested by the Company for
consummation of the Merger and the other transactions contemplated by the Merger Agreement; and


 


(c) vote (or execute and return an action by written consent), or cause
to be voted at such meeting, or validly execute and return and cause such consent to be granted with respect to, all of the Securityholder’s
Covered Stock against any equityholder proposal and any other action that (i) would reasonably be expected to materially impede, interfere
with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or result in
a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (ii)
would result in the failure of any condition set forth in Article IX of the Merger Agreement to be satisfied or result in a breach of
any covenant, representation or warranty or other obligation or agreement of the Securityholder contained in this Agreement.


 


The obligations of the Securityholder specified in this Section
1 shall apply whether or not the Merger or any action described above are recommended by the Board of Directors of the Company. For purposes
of this Agreement, “Person” shall mean individual, corporation, partnership, limited partnership, limited liability
company, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act),
trust, association or entity or government, political subdivision, agency or instrumentality of a government.


 


2. No Inconsistent Agreements. The Securityholder hereby covenants
and agrees that the Securityholder shall not, at any time prior to the Termination Date, (i) enter into any voting agreement or voting
trust with respect to any of the Securityholder’s Covered Stock that is inconsistent in any respect with the Securityholder’s
obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any of the Securityholder’s Covered
Stock that is inconsistent with the Securityholder’s obligations pursuant to this Agreement, or (iii) enter into any agreement or
undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant
to this Agreement.


 


3. Termination. This Agreement shall automatically terminate,
without any notice or other action by any party, be void ab initio and no party shall have any further obligations or liabilities
under this Agreement, upon the earliest of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the time this
Agreement is terminated upon the mutual written agreement of the Company, Parent, Merger Sub and the Securityholder, (iii) the election
of the Securityholder in its sole discretion to terminate this Agreement following any material modification or amendment to, or the waiver
of any provision of, the Merger Agreement, as in effect on the date hereof, that reduces the aggregate number of Closing Payment Shares,
or (iv) the Effective Time (following the performance of the obligations of the parties hereunder required to be performed at or
prior to the Effective Time) (in each case, without the Securityholder’s prior written consent) (the earliest such date under clause
(i), (ii), (iii) and (iv) being referred to herein as the “Termination Date”); provided, that the provisions
set forth in Sections 10 to 25 shall survive the termination of this Agreement; provided, further, that termination of this Agreement
shall not relieve any party hereto from any liability for any willful breach of this Agreement prior to such termination.


 


4. Representations and Warranties of the Securityholder. The
Securityholder hereby represents and warrants to Parent as to itself as follows:


 


(a) The Securityholder is the only record and a beneficial owner (within
the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Owned Stock, free and clear of
Liens other than as created by this Agreement and Permitted Liens. As of the date hereof, other than the Owned Stock and any other equity
securities of the Company that become Covered Stock that the Securityholder acquires record or beneficial ownership after the date hereof
that is either permitted pursuant to, or acquired in accordance with, the Merger Agreement, the Securityholder does not own beneficially
or of record any equity securities of the Company (or any securities convertible into equity securities of the Company).


 




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(b) The Securityholder (i) except as provided in this Agreement, has
full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each
case, with respect to the Securityholder’s Covered Stock, (ii) has not entered into any voting agreement or voting trust with respect
to any of the Securityholder’s Covered Stock that is inconsistent with the Securityholder’s obligations pursuant to this Agreement,
(iii) has not granted a proxy or power of attorney with respect to any of the Securityholder’s Covered Stock that is inconsistent
with the Securityholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that
is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.


 


(c) The Securityholder is duly organized, validly existing and, to
the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate
or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations
under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the
Securityholder and constitutes a valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance
with its terms, subject to the Enforceability Exceptions.


 


(d) Other than the filings, notices and reports pursuant to, in compliance
with or required to be made under the Exchange Act, the CFIUS Declaration(s) and the CFIUS Notice(s), no filings, notices, reports, consents,
registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Securityholder
from, or to be given by the Securityholder to, or be made by the Securityholder with, any Governmental Authority in connection with the
execution, delivery and performance by the Securityholder of this Agreement, the consummation of the transactions contemplated hereby
(including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions
of the Merger Agreement).


 


(e) The execution, delivery and performance of this Agreement by the
Securityholder do not, and the consummation of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants,
agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) will not, constitute or result
in (i) if the Securityholder is a legal entity, a breach or violation of, or a default under, the limited liability company agreement,
certificate of incorporation or similar governing documents of the Securityholder, (ii) with or without notice, lapse of time or both,
a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation,
modification or acceleration of any obligations under or the creation of a Lien on the Covered Stock (other than Permitted Liens) pursuant
to any contract binding upon the Securityholder or, assuming (solely with respect to performance of this Agreement and the transactions
contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Securityholder is
subject or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Securityholder, except,
in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, loss, acceleration,
Lien or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Securityholder’s
ability to perform its obligations hereunder or to consummate the transactions contemplated hereby (including, for the avoidance of doubt,
those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement).


 


(f) As of the date of this Agreement, there is no action, proceeding
or, to the Securityholder’s knowledge, investigation pending against the Securityholder or, to the knowledge of the Securityholder,
threatened against the Securityholder that questions the beneficial or record ownership of the Securityholder’s Owned Stock, the
validity of this Agreement or the performance by the Securityholder of its obligations under this Agreement.


 


(g) The Securityholder understands and acknowledges that Parent, Merger
Sub and the Company entered into the Merger Agreement in reliance upon Securityholder’s execution and delivery of this Agreement
and the representations, warranties, covenants and other agreements of the Securityholder contained herein.


 


(h) No broker, finder, investment banker or other Person is entitled
to any brokerage fee, finders’ fee or other commission for which Parent, the Company or their respective Affiliates is or will be
liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of such Securityholder,
on behalf of such Securityholder, other than, for the avoidance of doubt, the Company’s engagement of any investment banker, broker,
finder or other intermediary as set forth in the Merger Agreement or schedules thereto.


 




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(i) Such Securityholder has had the opportunity to read the Merger
Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors.


 


5. Certain Covenants of the Securityholder. Except in accordance
with the terms of this Agreement, the Securityholder hereby covenants and agrees as follows:


 


(a) The Securityholder hereby agrees not to, directly or indirectly,
prior to the Termination Date, except in connection with the consummation of the Merger, (i) sell, transfer, pledge, encumber, assign,
hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by
tendering into any tender or exchange offer, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”),
or enter into any contract or option with respect to the Transfer of any of the Securityholder’s Covered Stock, (ii) amend, modify,
supplement, withdraw, revoke or otherwise rescind the written consent attached hereto as Exhibit A in respect of all of the Securityholder’s
Covered Stock, or (iii) take any action that would make any representation or warranty of the Securityholder contained herein untrue or
incorrect or have the effect of preventing or materially delaying the Securityholder from or in performing its obligations under this
Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Securityholder, (B)
occurring by will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or (C) pursuant
to community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that
any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably
satisfactory in form and substance to the Company, to assume all of the obligations of the Securityholder under, and be bound by all of
the terms of, this Agreement in respect of the Covered Stock so Transferred and any Covered Stock subsequently acquired; provided,
further, that any Transfer permitted under this Section 5(a) shall not relieve the Securityholder of its obligations under this
Agreement. Any Transfer in violation of this Section 5(a) with respect to the Securityholder’s Covered Stock shall be null and void.
Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Securityholder.


 


(b) The Securityholder hereby authorizes the Company to maintain a
copy of this Agreement at either the executive office or the registered office of the Company.


 


(c) If the Securityholder owns any Company Warrants, the Securityholder
hereby agrees to properly and timely exercise all of its Company Warrants prior to Closing such that the Securityholder shall no longer
own any Company Warrants as of the Closing.


 


(d) From the date hereof through the Termination Date, the Securityholder
shall not, and shall cause its officers, directors, controlled Affiliates, managers, consultants, employees, representatives and agents
(“Representatives”) not to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations
with any Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate the efforts of any
Person relating to a possible Alternative Transaction or (iii) approve, recommend or enter into any Alternative Transaction or any Contract
related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” means any of the
following transactions involving the Company or its Subsidiaries (other than the transactions contemplated by this Agreement and the Merger
Agreement): (A) any transaction or series of related transactions under which any Person(s), directly or indirectly, (x) acquires or otherwise
purchases the Company or any of its controlled Affiliates or (y) all or a material portion of assets or businesses of the Company or any
of its controlled Affiliates (in the case of each of clause (x) and (y), whether by merger, consolidation, recapitalization, purchase
or issuance of equity securities, tender offer or otherwise), or (B) any equity or similar investment in the Company or its controlled
Affiliates.


 


(e) The Securityholder agrees that on or before the Closing Date, the
Securityholder will agree to the termination in full without any liability or obligation to Parent, the Company or any of their respective
Affiliates following the Closing of all Contracts set forth on Schedule 6.9 to the Merger Agreement, and the Securityholder agrees to
take all actions as may be reasonably necessary or reasonably requested to effect such termination.


 


(f) The Securityholder agrees that on or before the Closing Date, the
Securityholder will deliver duly-executed copies of the Lockup Agreement and Registration Rights Agreement, substantially in the forms
attached as Exhibits D and E, respectively, to the Merger Agreement.


 




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6. CFIUS Covenants: Securityholder agrees as follows:1


 


(a) To the extent any of the following have not been completed prior
to the date hereof, as soon as practicable after the date of this Agreement, such Securityholder, together with Parent and the Company,
shall prepare and file the CFIUS Declaration. Such Securityholder
shall use reasonable best efforts to obtain CFIUS Approval, including without limitation (i) promptly preparing and submitting a CFIUS
Notice in the event that CFIUS requests that such Securityholder submit a CFIUS Notice pursuant to 31 C.F.R. § 800.407(a)(1); and
(ii) providing any additional information requested by CFIUS or any other agency or branch of the U.S. government in connection with the
CFIUS assessment, review, or investigation of the transaction contemplated by the Merger Agreement, within the time periods specified
in the applicable regulations, or otherwise specified by the CFIUS staff.


 


(b) Notwithstanding anything to the contrary herein and in the Merger
Agreement, such Securityholder shall as promptly as practicable, take, or cause to be taken, all actions and do, or cause to be done,
and assist and cooperate with the filing persons in doing, all things necessary, proper or advisable to obtain CFIUS Approval, including
taking all such action as may be necessary to resolve such objections, if any, as CFIUS may assert with respect to the Transactions, provided
that in no event shall such Securityholder be obligated to, in order to obtain the CFIUS Approval, consent to take any actions that would
reasonably be anticipated to have a material adverse impact on the Company, Parent, such Securityholder or their respective Subsidiaries
following the Merger, including the Surviving Corporation, taken as a whole.


 


(c) Such Securityholder shall, in connection with the efforts to obtain
the CFIUS Approval, (i) cooperate in all respects and consult with Parent and the Company in connection with the CFIUS Declaration(s)
or CFIUS Notice(s), including by allowing Parent and the Company to have a reasonable opportunity to review in advance and comment on
drafts of filings and submissions; (ii) promptly inform Parent and the Company of any communication received by such Securityholder from,
or given by such Securityholder to, CFIUS, by promptly providing a copy of any such written communications except for any exhibits to
such communications providing personal identifying information, any sensitive business confidential information and any sensitive personal
information that such Securityholder reasonably declines to share; and (iii) permit Parent and the Company to review in advance any communication
that it gives to, and consult with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not
prohibited by CFIUS, give Parent and the Company the opportunity to attend and participate in any telephonic conference or in-person meeting
with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 6(c) subject to confidentiality considerations contemplated by the
DPA or required by CFIUS.


 


7. Further Assurances. From time to time, at Parent’s
request and without further consideration, the Securityholder shall execute and deliver such additional documents and take all such further
action as may be reasonably necessary or reasonably requested to effect the actions and consummate the transactions contemplated by this
Agreement.


 


8. Disclosure. The Securityholder hereby authorizes the Company
and Parent to publish and disclose in any announcement or disclosure, to the extent required by law, rule, regulation or by the SEC, the
Securityholder’s identity and ownership of the Covered Stock and the nature of the Securityholder’s obligations under this
Agreement.


 


9. Changes in Capital Securities. In the event of a split, dividend
or distribution, or any change in the Company’s capital securities by reason of any split-up, reverse split, recapitalization, combination,
reclassification, exchange of units or the like, the terms “Owned Stock” and “Covered Stock” shall be deemed to
refer to and include such securities as well as all such security dividends and distributions and any securities into which or for which
any or all of such units may be changed or exchanged or which are received in such transaction.


 


 






1
NTD: To be included in the support agreements of the co-founders who will be CFIUS filing persons.


 






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10. Amendments; No Waivers; Remedies.


 


(a) This Agreement cannot be amended, except by a writing signed by
Parent, the Company and any Securityholder to whom the amendment applies, and cannot be terminated orally or by course of conduct. No
provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver
shall apply only in the particular instance in which such waiver shall have been given.


 


(b) Neither any failure or delay in exercising any right or remedy
hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any party
from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a party waives or otherwise
affects any obligation of that party or impairs any right of the party giving such notice or making such demand, including any right to
take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to
a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved party whole with
respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.


 


(c) Except as otherwise expressly provided herein, no statement herein
of any right or remedy shall impair any other right or remedy stated herein or that otherwise may be available.


 


11. Notices. Any notice hereunder shall be sent in writing,
addressed as specified below, and shall be deemed given: (a) if by hand, electronic mail or recognized courier service, by 5:00 PM on
a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery;
(b) if by fax, on the date that transmission is confirmed electronically, if by 5:00 PM on a Business Day, addressee’s day and time,
and otherwise on the first Business Day after the date of such confirmation; (c) if by email, on the date of transmission; or (d) five
(5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties
as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others
in accordance with these notice provisions:


 


if to the Securityholder, to it as provided on the Securityholder’s
signature page hereto;


 


if to Parent or Merger Sub, to such company at:


 


Pine Technology Acquisition Corp.


260 Lena Drive


Aurora, Ohio 44202


Attn: Adam Karkowsky


E-mail: adam.karkowsky@amtrustgroup.com


 


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


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP


1285 Avenue of the Americas


New York, NY 10019-6064


Attn: Adam M. Givertz


E-mail: agivertz@paulweiss.com


 


if to the Company to:


 


The Tomorrow Companies Inc.


9 Channel Center Street, 7th Floor


Boston, MA 02210


Attn: Chief Executive Officer


E-mail: ####


 


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


 


Goodwin Procter LLP


100 Northern Avenue


Boston, MA 02210


Attn: William J. Schnoor


Paul R. Rosie


E-mail: wschnoor@goodwinlaw.com; prosie@goodwinlaw.com


 






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12. No Ownership Interest. Nothing contained in this Agreement
shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered
Stock of the Securityholder. All rights, ownership and economic benefits of and relating to the Covered Stock of the Securityholder shall
remain vested in and belong to the Securityholder, and Parent and Merger Sub shall have no authority to manage, direct, restrict, regulate,
govern or administer any of the policies or operations of Company or exercise any power or authority to direct the Securityholder in the
voting or disposition of any of the Securityholder’s Covered Stock, except as otherwise provided herein.


 


13. Entire Agreement. This Agreement, together with the Merger
Agreement and Additional Agreements, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof
and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are
merged herein. No provision of this Agreement, the Merger Agreement or any Additional Agreement may be explained or qualified by any agreement,
negotiations, understanding, discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein,
in the Merger Agreement or in any Additional Agreement, there is no condition precedent to the effectiveness of any provision hereof or
thereof. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the matters contemplated
by this Agreement exist between the parties except as expressly set forth or referenced in this Agreement (including, for the avoidance
of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement).


 


14. No Third-Party Beneficiaries. Neither this Agreement nor
any provision hereof confers any benefit or right upon or may be enforced by any Person not a signatory hereto.


 


15. Governing Law; Jurisdiction; Waiver of Jury Trial.


 


(a) This Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof that would result in the application
of the laws of another jurisdiction.


 


(b) Any proceeding or Action based upon, arising out of or related
to this Agreement or the Merger Agreement or the transactions contemplated hereby or by the Merger Agreement must be brought 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
of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding
or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees
that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring
any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing
herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Action
or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit
or proceeding brought pursuant to this Section 15.


 


(c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY.


 




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16. Assignment; Successors. No party hereto shall assign this
Agreement or any part hereof without the prior written consent of the other parties hereto. Subject to the foregoing, this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted assignment
in violation of the terms of this Section 16 shall be null and void, ab initio.


 


17. Enforcement. The parties hereto agree that irreparable damage
could 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 parties shall be entitled to an injunction or injunctions, specific performance,
or other equitable relief, to prevent breaches of this Agreement including the Securityholder’s obligations to vote its Covered
Stock as provided in this Agreement or the written consent attached hereto as Exhibit A, without proof of damages, and to the right
of specific enforcement of the terms and provisions of this Agreement, in addition to any other remedy to which any party is entitled
at law or in equity, and without that right, none of the parties would have entered into this Agreement. 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.


 


18. Severability. A determination by a court or other legal
authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the validity or enforceability
of any other provision hereof. The parties shall cooperate in good faith to substitute (or cause such court or other legal authority to
substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid provision as is lawful.


 


19. Counterparts; Facsimile Signatures. This Agreement may be
executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Agreement
shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied,
or electronically transmitted (including scanned.pdf image) signature pages that together (but need not individually) bear the signatures
of all other parties.


 


20. Interpretation and Construction. Unless the express context
otherwise requires:


 


(a) References to particular sections and subsections, schedules, annexes
and exhibits not otherwise specified are cross-references to sections and subsections, schedules, annexes and exhibits of this Agreement
unless otherwise indicated. Captions are not a part of this Agreement, but are included for convenience, only. The table of contents contained
in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


 


(b) The words “herein,” “hereof,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement and reference to
a particular section of this Agreement will include all subsections thereof, unless, in each case, the context otherwise requires; and,
unless the context requires otherwise, “party” means a party signatory hereto.


 


(c) Any use of the singular or plural, or the masculine, feminine or
neuter gender, includes the others, unless the context otherwise requires; the words “include,” “includes,” and
“including” means “including without limitation”; the word “or” means “and/or”; the word
“any” means “any one, more than one, or all”; and, unless otherwise specified, any financial or accounting term
has the meaning of the term under United States generally accepted accounting principles as consistently applied heretofore by the Company.


 


(d) Unless otherwise specified, any reference to any agreement (including
this Agreement), instrument, or other document includes all schedules, exhibits, or other attachments referred to therein, and any reference
to a statute or other law means such law as amended, restated, supplemented or otherwise modified from time to time and includes any rule,
regulation, ordinance or the like promulgated thereunder, in each case, as amended, restated, supplemented or otherwise modified from
time to time. Unless otherwise specified, all references to currency amounts in this Agreement shall mean United States Dollars.


 




    8


     


    

 


(e) If any action is required to be taken or notice is required to
be given within a specified number of days following a specific date or event, the day of such date or event is not counted in determining
the last day for such action or notice. If any action is required to be taken or notice is required to be given on or before a particular
day, the date that is the reference date in calculating such period shall be excluded when calculating the time before which or within
which such action or notice is to be taken or given, and if such date which is not a Business Day, such action or notice shall be considered
timely if it is taken or given on or before the next Business Day.


 


21. Capacity as a Securityholder. Notwithstanding anything herein
to the contrary, the Securityholder signs this Agreement solely in the Securityholder’s capacity as an equityholder of the Company,
and not in any other capacity and this Agreement shall not limit or otherwise affect the actions or inactions of any Affiliate, Representative
or designee of the Securityholder or any of its Affiliates in his or her capacity, if applicable, as an officer, director, manager or
fiduciary of the Company or any of its Subsidiaries or any other Person.


 


22. Waiver of Appraisal and Dissenters’ Rights. Securityholder
hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to not to exercise or assert, if applicable, any appraisal
rights, dissenter’s rights or similar rights (including any notice requirements related thereto) (whether under the DGCL or other
applicable Law) in connection with the Merger or any of the other Transactions that the Securityholder may have by virtue of, or with
respect to, ownership of the Covered Stock (including any and all such rights under Section 262 of the DGCL) and (b) withdraw all written
objections to the Merger, demands for appraisal and/or exercises of dissenter’s rights, if any, with respect to the Covered Stock.


 


23. Waiver. Reference is made to the final prospectus of Parent,
dated March 10, 2021 (the “Prospectus”), which is available at www.sec.gov. The Securityholder understands that Parent has
established the Trust Account for the benefit of the public shareholders of Parent and the underwriters of the IPO pursuant to the Trust
Agreement and that, except for a portion of the interest earned on the amounts held in the Trust Account, Parent may disburse monies from
the Trust Account only for the purposes set forth in the Trust Agreement. For and in consideration of Parent agreeing to enter into this
Agreement, the Securityholder hereby agrees that (i) it does not now and shall not at any time hereafter have any right, title, interest
or claim of any kind in or to any monies in the Trust Account, except for redemption and liquidation rights, if any, the Securityholder
may have in respect of any Parent Class A Shares held by it or the release of proceeds from the Trust Account upon consummation of the
Merger, and (ii) it will have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any
monies in, the Trust Account, and hereby irrevocably waives any Claim to, or any monies in, the Trust Account that it may have now or
in the future, except for redemption and liquidation rights, if any, the Securityholder may have in respect of any Parent Class A Shares
held by it or the release of proceeds from the Trust Account upon consummation of the Merger; provided, that (x) nothing herein shall
serve to limit or prohibit the Securityholder’s right to pursue a claim against Parent for legal relief against monies or other
assets outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions
(including a claim for Parent to specifically perform its obligations under this Agreement or the Merger Agreement and cause the disbursement
of the balance of the cash remaining in the Trust Account) and (y) nothing herein shall serve to limit or prohibit any claims that the
Securityholder may have in the future against Parent’s assets or funds that are not held in the Trust Account. The Securityholder
acknowledges and agrees that this Section 23 is material to this Agreement and has been specifically relied upon by Parent to induce Parent
to enter into this Agreement, and the Securityholder further intends and understands this Section 23 to be valid, binding and enforceable
under applicable Law. In the event the Securityholder commences any action or proceeding which seeks, in whole or in part, relief against
the funds held in the Trust Account in breach of this Agreement, the Securityholder will be obligated to pay to Parent all of its legal
fees and costs in connection with any such action in the event Parent prevails in such action or proceeding.


 


24. Non-Recourse. Except in the case of fraud, this Agreement
may be enforced only against, and any dispute, claim or controversy based upon, arising out of or related to this Agreement or the transactions
contemplated hereby may be brought only against, the entities that are expressly named as parties hereto and then only with respect to
the specific obligations set forth in this Agreement with respect to such party. Except in the case of fraud, no past, present or future
director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, advisor, lender or Representative or Affiliate
of any named party to this Agreement (which Persons are intended third party beneficiaries of this Section 24) shall have any liability
(whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity party
against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or
liabilities of such named party or for any dispute, claim or controversy based on, arising out of, or related to this Agreement or the
transactions contemplated hereby.


 


25. Further Assurances. Each party shall execute and deliver
such documents and take such action, as may reasonably be considered within the scope of such party’s obligations hereunder, necessary
to effectuate the transactions contemplated by this Agreement.


 


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left blank.]


 




    9


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed (where applicable, by their respective officers or other authorized Persons thereunto duly authorized) as of the date first
written above.


 


	 	PINE TECHNOLOGY ACQUISITION CORP.
	 	 	 
	 	By:	        
	 	 	Name:
	 	 	Title:
	 	 	 
	 	PINE TECHNOLOGY MERGER CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	THE TOMORROW COMPANIES INC.
	 	 
	 	 	 
	 	 	Name:
	 	 	Title:	 



 


[Signature Page to Securityholder Support Agreement]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed (where applicable, by their respective officers or other authorized Persons thereunto duly authorized) as of the date first
written above.


 


	 	[SECURITYHOLDER]
	 	 	 
	 	By:	                       
	 	 	Name:
	 	 	Title:
	 	 
	 	Company Capital Stock Held:
	 	 
	 	
    [[●] shares of Company Common Stock

     

    [●] shares of Company Series Seed Preferred Stock

     

    [●] shares of Company Series A Preferred Stock

     

    [●] shares of Company Series A-1 Preferred Stock

     

    [●] shares of Company Series B Preferred Stock

     

    [●] shares of Company Series B-1 Preferred Stock

     

    [●] shares of Company Series C Preferred Stock

     

    [●] shares of Company Series D Preferred Stock]



 


Notices:


 


[●]


[●]


[●]


Attn: [●]


E-mail: [●]


 


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


 


[●]


[●]


[●]


Attn: [●]


E-mail: [●]


 


[Signature Page to Securityholder Support Agreement]


 




     


     


    

 


Exhibit A


Written Consent