0001193125-26-383643 Sample Contracts
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 4th, 2026 • Three Lions Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of August 31, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a Delaware corporation (together with its designees, collectively the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2026 • Three Lions Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 31, 2026, is made and entered into by and among Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), Three Lions Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), and each of the undersigned parties listed on the signature page hereto under “Holders”, severally and not jointly (each such party, together with the Sponsor and EBC 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”).
WARRANT AGREEMENTWarrant Agreement • September 4th, 2026 • Three Lions Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of August 31, 2026 between Three Lions Acquisition Corp., a Cayman Islands exempted company, with offices at 888 Prospect Street, La Jolla, CA 92037 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Three Lions Acquisition Corp. La Jolla, CA 92037Administrative Services Agreement • September 4th, 2026 • Three Lions Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Three Lions Acquisition Corp. (the “Company”) and Three Lions Sponsor, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
10,000,000 Units THREE LIONS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2026 • Three Lions Acquisition Corp. • Blank checks • New York
Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or the “Underwriter”) as follows:
EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 August 31, 2026Advisory Agreement • September 4th, 2026 • Three Lions Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Three Lions Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-297177) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 4th, 2026 • Three Lions Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 31, 2026 by and between Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
August 31, 2026 Three Lions Acquisition Corp. La Jolla, CA 92037 EarlyBirdCapital, Inc. New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 4th, 2026 • Three Lions 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 Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, 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 that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1
SHARE ESCROW AGREEMENTShare Escrow Agreement • September 4th, 2026 • Three Lions Acquisition Corp. • Blank checks • New York
This Share Escrow Agreement, dated as of August 31, 2026 (“Agreement”), by and among Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), Three Lions Sponsor, LLC (the “Sponsor”) and each of the initial shareholders listed on Exhibit A attached hereto, severally and not jointly (together with the Sponsor, each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).