Browse EX-10 agreements

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 21, 2026 by and between Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Roman V. Livson (“Indemnitee”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law;

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 21, 2026 by and between Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Shahal M. Khan (“Indemnitee”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law;

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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FOUNDER SHARES AND PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This Founder Shares and Private Placement Units Purchase Agreement, dated as of May 21, 2026 (this “Agreement”), is entered into by and between Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Burtech Sponsor II LLC (the “Sponsor”), and the several purchasers named on Exhibit A hereto (each a “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (a “Class A Ordinary Share” or “Share”) and one warrant (“Warrant”) each exercisable to purchase one Class A Ordinary Share at $11.50 per share (the “Warrant”, and which tougher with the Class A Ordinary Share, the “Public Units”) upon the consummation of an initial business combination, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”);

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This Private Placement Units Purchase Agreement, dated as of May 21, 2026 (this “Agreement”), is entered into by and between Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Burtech Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (a “Class A Ordinary Share” or “Share”) and one redeemable warrant (“Warrant”), each warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”);

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21, 2026, is made and entered into by and among Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Burtech Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Yakira Capital Management, Inc. (“Yakira”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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

WHEREAS, the Holders, collectively, own 3,942,857 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 514,286 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 21, 2026, by and between Burtech Acquisition Corp II, 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. 333-295232) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, $0.0001 par value per share (each, an “Ordinary Share”), and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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May 21, 2026

Burtech Acquisition Corp II

5601 Arbor Lane

Coral Gables, FL 33156

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 among Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 9,200,000 of the Company’s units (including up to 1,200,000 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 redeemable warrant of the Company (each a “Warrant”), with each Warrant entitling the holder to purchase

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 21, 2026 (the “Effective Date”), is entered into by and between Lincoln International, Inc., a Delaware corporation (“PubCo”), Lincoln International LLC (“OpCo”) (together with PubCo, the “Company”) and Eric Malchow (the “Executive”).

WHEREAS, the Company desires to employ the Executive and the Company and the Executive desire to enter into an agreement embodying the terms of such employment, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 21, 2026 (the “Effective Date”), is entered into by and between Lincoln International, Inc., a Delaware corporation (“PubCo”), Lincoln International LLC (“OpCo”) (together with PubCo, the “Company”) and Robert Brown (the “Executive”).

WHEREAS, the Company desires to employ the Executive and the Company and the Executive desire to enter into an agreement embodying the terms of such employment, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.    Employment Period. Effective upon the Effective Date, the Executive’s employment hereunder shall be for a term commencing on the Effective Date and continuing through the seventh anniversary thereof (the “Employment Period”). Notwithstanding the foregoing, the Executive’s employment with the Company is and shall continue on an “at will” basis, subject to the provisions of Section 4.

2.    Terms of Employment.

(a) Position and Duties.

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VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”), is made and entered into as of May 19, 2026, by and among each of Lawrence James Lawson III, Robert B. Barr, the Robert B. Barr 2025 GRAT, Robert T. Brown, and Eric D. Malchow (the “Controlling Stockholders”), and Lincoln International, Inc., a Delaware corporation (the “Company”). Unless otherwise specified herein, all capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Company’s Amended and Restated Certificate of Incorporation, dated as of the date hereof (as may be amended from time to time, the “Restated Certificate”).

RECITALS

WHEREAS, immediately following the completion of the Company’s initial public offering, the Controlling Stockholders will collectively hold capital stock representing more than fifty percent (50%) of the voting power of all of the then-outstanding shares of capital stock of the Company; and

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TAX RECEIVABLE AGREEMENT

by and among

LINCOLN INTERNATIONAL, INC.

LINCOLN INTERNATIONAL, LP

THE TRA REPRESENTATIVE

TRA PARTIES

and

OTHER PERSONS FROM TIME TO TIME PARTY HERETO

Dated as of May 19, 2026

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TABLE OF CONTENTS

						Page
ARTICLE I DEFINITIONS									2
			Section 1.1			Definitions			2
			Section 1.2			Rules of Construction			14
ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT									15
			Section 2.1			Basis Adjustments; Company 754 Election			15
			Section 2.2			Attribute Schedules			16
			Section 2.3			Tax Benefit Schedules			16
			Section 2.4			Procedures; Amendments			17

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LINCOLN INTERNATIONAL, LP

FOURTH AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

Dated as of May 19, 2026

THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED PARTNERSHIP INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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TABLE OF CONTENTS

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