Browse EX-10 agreements

**  EXHIBIT 10.1**

_______________, 2026

Pine Tree Acquisition Corp.

418 Broadway, #6538

Albany, NY 12207

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one right (the “Rights”). Each Right entitles the holder to receive three-fourths of one Class A Ordinary Share upon consummation of a Business Combination (define

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2026, is made and entered into by and among Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), Pine Tree Sponsor Group, LLC, a Delaware limited liability company (“Pine Tree Group”), and North Penn, LLC, a Delaware limited liability company (“North Penn” and collectively with Pine Tree Group, the “Sponsors”), Maxim Group LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsors, the Representative 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”).

RECITALS

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2026 by and between Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-292289) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Shares”), and one right entitling the holder thereof to receive three-fourths of one Share upon the completion of an initial Business Combination (as defined below), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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SECURITIES TRANSFER AGREEMENT

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This Securities Transfer Agreement (this “Agreement”) is effective September 23, 2026 (“Effective Date”) by and between Elevation Group Sponsor LLC, a Delaware limited liability company (the “Transferor”) and Christina Favilla (the “Transferee”).

RECITALS

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WHEREAS, the Transferor desires to transfer 60,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”) of Elevation Acquisition Group Inc. (the “Company”) to the Transferee in connection with the Transferee’s acceptance of the Company’s offer to serve (“Acceptance to Serve”) as a member of the Board of Directors in connection with the Company’s IPO; and

WHEREAS, the Company and the Transferee are parties to that certain Offer Letter dated September 23, 2026 (the “Offer Letter”).

NOW, THEREFORE, the parties hereto, for good and valuable consideration which each party acknowledges the receipt of, hereby agree as follows:

1.	Transfer of the Securities.

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Elevation Acquisition Group Inc.

19505 Biscayne Blvd, Suite 2350

Aventura, FL 33180

September 23, 2026

Christina Favilla

32602 Durham Court

Lewes DE 19958

Re:	Director Offer Letter

Dear Christina:

Elevation Acquisition Group Inc. (the “Company”), a Cayman Islands exempted company, is impressed with your credentials and, subject to the (i) approval of the Company’s Board of Directors (the “Board”) prior to the consummation of the Company’s initial public offering of its securities (the “IPO”), (ii) receipt of a complete Director and Officer Questionnaire, and (iii) receipt of a background check satisfactory to the Board, to be determined in its sole discretion, the Company wishes to offer you a position as a member of the Board of the Company.

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CONSULTING AGREEMENT

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This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2026 (the “Effective Date”), by and between FDCTECH, INC., a Delaware corporation (the “Company”), and LUX LIMITED, a company organized under the laws of the Republic of the Marshall Islands, with its registered office at Trust Company Complex, Ajeltake Road, Majuro, MH96960 (the “Consultant”).

RECITALS

A. The Company wishes to engage the Consultant to perform the bona fide operational and professional services described in Exhibit A (the “Services”). The Consultant shall perform the Services during the period from the Effective Date through August 27, 2026 (the “Completion Date”; such period, the “Performance Period”). The parties enter into this Agreement to document the terms of that engagement, including the consideration payable for the Services.

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CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2026 (the “Effective Date”), by and between FDCTECH, INC., a Delaware corporation (the “Company”), and GLOBAL ALLIANCE CONSULTING GROUP, a California corporation, with its principal place of business at 8149 Pinnacle Peak Ave, Las Vegas, NV 89113 (the “Consultant”).

RECITALS

A. The Company engaged the Consultant to perform the bona fide operational and professional services described in Exhibit A (the “Services”). The Consultant shall perform the Services during the period from the Effective Date through August 28, 2026 (the “Completion Date”; such period, the “Performance Period”). The parties enter into this Agreement to set forth the terms of that engagement, including the consideration payable for the Services.

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SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (“the Agreement”), dated as of the 22nd day of December 2021, by and between:

Party-1: FDCTECH, INC. of 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618 (the “Company”); and

Party-2: AD FINANCIAL SERVICES PTY LTD ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland Australia, 4000 (“the Target” or “ADFS”).

Party-1 and Party-2 are referred to individually and jointly in the Agreement as a “Party” or “Parties” with reference to the following:

RECITALS:

A. The Company is prepared to acquire approximately 51% of the issued and outstanding shares of capital stock in the Target;

B. The Target is 100% owned by ADFP Pty Ltd (“ADFP”);

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