Browse EX-10 agreements

August 31, 2026

Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

EarlyBirdCapital, Inc.

366 Madison Ave 8th Floor

New York, NY 10017

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 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

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

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”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-297177) (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 ordinary share, par value $0.0001 per share (the ******“Shares”), and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one ordinary share at a price of $11.50 per share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

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”).

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Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

August 31, 2026

Three Lions Sponsor, LLC

888 Prospect Street

La Jolla, CA 92037

Re: Administrative Services Agreement

Ladies and Gentlemen:

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”):*** ***

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**SHARE ESCROW AGREEMENT **

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”).

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**EARLYBIRDCAPITAL, INC. 366 **

**Madison Avenue **

**New York, New York 10017 **

August 31, 2026

Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

Ladies and Gentlemen:

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”).

1. Services and Fees.

(a) The Advisor will, if requested by the Company:

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SECOND AMENDMENT TO

REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (the “Second Amendment”) is made effective this 2nd day of September, 2026 (“Effective Date”), by and between CHINO VALLEY PROPERTIES, LLC, an Arizona limited liability company (hereinafter referred to as “Seller”) and 2148 CHINO LLC, an Arizona limited liability company (hereinafter referred to as “Purchaser”).

RECITALS

WHEREAS, Broken Arrow Herbal Center, Inc. (“Original Buyer”) and Seller entered into a Real Estate Purchase and Sale Agreement dated April 20, 2026 (the “Agreement”), whereby Seller agreed to sell and Purchaser agreed to purchase real property located in the Town of Chino Valley, County of Yavapai, State of Arizona commonly known as 2144-2148 N. Road 1 East, Chino Valley, Arizona 86323 and designated as APNs 306-14-008M, 306-14-008K, 306-14-008N, and 306-14-008F (the “Property”), and as more fully described in the Agreement;

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS MARKED WITH A [***]. CERTAIN SCHEDULES OR SIMILAR ATTACHMENTS HAVE BEEN OMITTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(a)(5) of REGULATION S-K.

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Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

dated as of September 4, 2026,

among

SYSCO CORPORATION,
as Parent Borrower,

SYSCO CANADA, INC. and SYSCO GLOBAL HOLDINGS B.V.,
as Subsidiary Borrowers,

THE SUBSIDIARY GUARANTORS PARTY HERETO,
THE LENDERS PARTY HERETO,

BANK OF AMERICA, N.A.,
as Administrative Agent,

and

COBANK, ACB,

as FCS Term Loan Arranger with respect to the FCS Term Loan Facility

FIRST AMENDMENT TO CREDIT AGREEMENT

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AMENDMENT #1 TO SHARE PURCHASE AGREEMENT

WHEREAS, CDT Equity Inc. has agreed to bear the reasonable costs associated with the additional audit procedures and prior two fiscal years of audited financial statements in connection with the valuation and audit treatment of CDT Equity Inc.’s 20% equity interest in Sarborg Limited through to June 30, 2026.

This Amendment #1 to Share Purchase Agreement, dated as of August 31, 2026, is entered into by CDT Equity Inc., a Delaware corporation, the “CDT” or the “Company”, Sarborg Limited, a Cayman Islands company, “Sarborg”, together the “Parties”.

Reference is made to the Securities Purchase Agreement dated February 19, 2026, the “Agreement”, under which the Company agreed to pay Sarborg a cash consideration of $8,000,000, pursuant to Section 1(b) of the Agreement. Capitalized terms not defined in this Amendment carry the meaning given to them in the Agreement.

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Senior Secured Convertible Note

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.

Original Issue Date:		August 31, 2026		Funding Amount:		$401,200
Final Maturity Date:		February 15, 2027		Original Principal Amount:		$541,620

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

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EXCHANGE AGREEMENT

** **

This Exchange Agreement (this “Agreement”) is entered into as of __________, 2026 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and AIM ImmunoTech, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (defined below).

A. Borrower previously sold and issued to Lender that certain Promissory Note dated February 16, 2024 in the original principal amount of $3,301,250.00 (the “Original Note”) pursuant to that certain Note Purchase Agreement dated February 16, 2024 by and between Lender and Borrower (the “Purchase Agreement,” and together with the Original Note and all other documents entered into in conjunction therewith, the “Transaction Documents”).

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SIXTH AMENDMENT TO AIRCRAFT MANAGEMENT SERVICES AGREEMENT

THIS SIXTH AMENDMENT TO AIRCRAFT MANAGEMENT SERVICES AGREEMENT(this “Amendment”) is entered into as of August 31, 2026, by and among flyExclusive, Inc. (“Service Provider”) and Volato Group, Inc. (the “Company”).

RECITALS:

A.

The Company and Service Provider previously entered into that certain Aircraft Management Services Agreement dated as of September 2, 2024, as amended from time to time (the “AMS Agreement”).

B.

The Company and Service Provider now desire to enter into this Amendment to extend the term of the AMS Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, The Company and Service Provider hereby agree as follows:

1.DEFINED TERMS; RECITALS. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement (as modified hereby). All of the Recitals stated above are true and accurate and by this reference are incorporated into and made a part of the body of this Amendment.

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