0001477932-26-004429 Sample Contracts

PINE TREE ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • July 21st, 2026 • Pine Tree Acquisition Corp. • Blank checks • New York

Pine Tree Acquisition Corp., a Cayman Islands exempted company, limited by shares (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2026 • Pine Tree Acquisition Corp. • Blank checks • New York

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”).

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • July 21st, 2026 • Pine Tree Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of ________, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [Pine Tree Sponsor Group, LLC][North Penn, LLC] (the “Purchaser”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • July 21st, 2026 • Pine Tree Acquisition Corp. • Blank checks

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”).

Pine Tree Acquisition Corp. Albany, NY 12207
Letter Agreement • July 21st, 2026 • Pine Tree Acquisition Corp. • Blank checks

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 one-fourth of one Class A Ordinary Share upon consummation of a Business Combination (defined below). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-292289) and pro

RIGHTS AGREEMENT
Rights Agreement • July 21st, 2026 • Pine Tree Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of _______, 2026 between Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).