Lincoln International, Inc. Sample Contracts
May 11, 2026 Lawrence James Lawson III Re: Modifications to At-Will Employment Relationship Dear Jim:Modifications to at-Will Employment Relationship • May 11th, 2026 • Lincoln International, Inc. • Investment advice
This letter memorializes the parties’ agreement regarding modifications to your ongoing at-will employment relationship with Lincoln International LLC (“Lincoln International” or the “Company”) due to changes to Lincoln International’s and its affiliates’ corporate structure. Commencing upon the closing date of an initial public offering of the Company’s or its affiliate’s securities (the “Effective Date”), the terms and conditions of your employment with Lincoln International are amended and restated in their entirety as set forth in this letter agreement (“Agreement”).
Date] [Name] Dear [First Name]:Option Agreement • May 21st, 2026 • Lincoln International, Inc. • Investment advice • Delaware
Reference is made to the Limited Liability Company Agreement of Lincoln International Partners Holdings II, LLC, effective as of January 1, 2025 (as the same may be amended from time to time, the “LLC Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the LLC Agreement. Lincoln International Partners Holdings II, LLC (“LIPH II” or the “Company”) is an entity holding Units in Lincoln International, LP (“LI LP”) through which employees of Lincoln International may indirectly invest in LI LP. LI LP is the ultimate parent company of the Lincoln International group of companies.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • May 11th, 2026 • Lincoln International, Inc. • Investment advice • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of _____________, 2026 by and between Lincoln International, Inc., a Delaware corporation (the “Company”), and _____________, [a member of the Board of Directors/an executive officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
EQUITY PURCHASE AGREEMENT by and among LINCOLN INTERNATIONAL, LP, LINCOLN INTERNATIONAL HOLDINGS LIMITED, LINCOLN INTERNATIONAL PARENT B.V., LINCOLN INTERNATIONAL B.V., MARSHBERRY HOLDCO, INC., MARSHBERRY HOLDCO II, LLC, AMC MB MINI-MASTER, LP, DB FLF...Equity Purchase Agreement • April 24th, 2026 • Lincoln International, Inc. • Investment advice • Delaware
THIS EQUITY PURCHASE AGREEMENT, dated as of September 9, 2025 (this “Agreement”), by and among (i) Lincoln International, LP, a Delaware limited partnership (the “Purchaser”), (ii) Lincoln International Holdings Limited, a private limited company incorporated under the laws of England and Wales with registered number 06406893 (“UK Purchaser”), (iii) Lincoln International Parent B.V., a private limited company under the laws of the Netherlands with registered number 89516478 (“Dutch Purchaser”), (iv) Lincoln International B.V., a private limited company under the laws of the Netherlands with registered number 89951107 (“Dutch Minority Purchaser” together with Purchaser, UK Purchaser and Dutch Purchaser, the “Purchaser Parties”), (v) MarshBerry Holdco, Inc., an Ohio corporation (“Holdco Seller”), (vi) MarshBerry Holdco II, LLC, an Ohio limited liability company (“Holdco II Seller” and, in its capacity as representative to the Sellers as and to the extent described in Section 11.18, the “
EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2026 • Lincoln International, Inc. • Investment advice • Illinois
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2026 • Lincoln International, Inc. • Investment advice • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [●], 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”).
LINCOLN INTERNATIONAL, LP FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of [ ò ], 2026Limited Partnership Agreement • May 11th, 2026 • Lincoln International, Inc. • Investment advice • Delaware
This FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Lincoln International, LP, a Delaware limited partnership (the “Company”), dated as of [ ò ], 2026 (the “Effective Date”), is made and entered into by and among the Company, Lincoln International, Inc., a Delaware corporation (the “Corporation”), as the sole General Partner (as defined below) of the Company, and each of the other persons listed on Schedule 2 attached hereto as limited partners (together with persons subsequently admitted as limited partners under this Agreement, the “Limited Partners”).
LINCOLN INTERNATIONAL, INC. LOCK-UP AGREEMENTLock-Up Agreement • May 11th, 2026 • Lincoln International, Inc. • Investment advice
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ò ], 2026, by and between the undersigned and Lincoln International, Inc., a Delaware corporation (the “Company”).
LINCOLN INTERNATIONAL, LP EQUITY PLANEquity Plan • June 29th, 2026 • Lincoln International, Inc. • Investment advice • Delaware
Reference is also made to that certain Fourth Amended and Restated Limited Partnership Agreement of the Partnership, dated as of May 19, 2026 (the “LPA”), which, among other things, (i) recapitalized all outstanding Units (including, for the avoidance of doubt any Units subject to unexercised options under the LILP Option Agreements), on a 650-for-1 basis, into a single class of common units of the Partnership (“Common Units”); (ii) required at all times the Partnership and Lincoln International, Inc., a partner in the Partnership and its General Partner (the “Corporation”), to maintain a one-to-one ratio between the number of outstanding Common Units and the number of outstanding shares, in the aggregate, of Class A common stock, par value $0.00001 per share (“Class A Common Stock”) of the Corporation, Class B common stock, par value $0.00001 per share (“Class B Common Stock”) of the Corporation, and Class C common stock, par value $0.00001 per share (“Class C Common Stock” and, toget
Lincoln International, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • April 24th, 2026 • Lincoln International, Inc. • Investment advice
Lincoln International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares of Class A common stock, $0.00001 par value per share, of the Company (“Class A Common Stock”), and each of the stockholders of the Company named in Schedule II hereto (collectively, the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [●] shares of Class A Common Stock, in the respective amounts set forth in Schedule II. The [●] shares of Class A Common Stock to be sold by the Company and the [●] shares of Class A Common Stock to be sold by the Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company grants to the Underwriters an option to purchase up to an additional [●] shares of Class A Common
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, 2026Tax Receivable Agreement • May 26th, 2026 • Lincoln International, Inc. • Investment advice
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 19, 2026, is hereby entered into by and among Lincoln International, Inc., a Delaware corporation (the “Corporation”), Lincoln International, LP, a Delaware limited partnership (the “Company”), the TRA Representative and each of the TRA Parties.
VOTING AGREEMENTVoting Agreement • May 26th, 2026 • Lincoln International, Inc. • Investment advice • Delaware
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”).
LINCOLN INTERNATIONAL, INC. LOCK-UP AGREEMENTLock-Up Agreement • April 24th, 2026 • Lincoln International, Inc. • Investment advice
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ò ], 2026, by and between the undersigned and Lincoln International, Inc., a Delaware corporation (the “Company”).
LINCOLN INTERNATIONAL, LP FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of May 19, 2026Limited Partnership Agreement • May 26th, 2026 • Lincoln International, Inc. • Investment advice • Delaware
This FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Lincoln International, LP, a Delaware limited partnership (the “Company”), dated as of May 19, 2026 (the “Effective Date”), is made and entered into by and among the Company, Lincoln International, Inc., a Delaware corporation (the “Corporation”), as the sole General Partner (as defined below) of the Company, and each of the other persons listed on Schedule 2 attached hereto as limited partners (together with persons subsequently admitted as limited partners under this Agreement, the “Limited Partners”).
Date] [Name] Dear [First Name]:Third Amended and Restated Limited Partnership Agreement • June 29th, 2026 • Lincoln International, Inc. • Investment advice • Delaware
Reference is made to the Third Amended and Restated Limited Partnership Agreement of Lincoln International, LP, effective as of April 27, 2022, as amended by that certain Amendment No. 1 to the Third Amended and Restated Limited Partnership Agreement, effective as of January 1, 2025 (as the same may be further amended from time to time, the “Partnership Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Partnership Agreement. Lincoln International, LP (“LI LP” or the “Company”) is the ultimate parent company of the Lincoln International group of companies. LI GP, Inc. (the “General Partner”) is the General Partner of LI LP.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 24th, 2026 • Lincoln International, Inc. • Investment advice
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 13, 2026 (this “First Amendment”), is entered into among Monarch FinCo, LLC, a Delaware limited liability company (the “Borrower”), the Required Lenders (as defined in the Credit Agreement referred to below) party hereto, and acknowledged by Antares Capital LP, as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
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 [ ò ], 2026Tax Receivable Agreement • May 11th, 2026 • Lincoln International, Inc. • Investment advice
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ò ], 2026, is hereby entered into by and among Lincoln International, Inc., a Delaware corporation (the “Corporation”), Lincoln International, LP, a Delaware limited partnership (the “Company”), the TRA Representative and each of the TRA Parties.
VOTING AGREEMENTVoting Agreement • May 11th, 2026 • Lincoln International, Inc. • Investment advice • Delaware
This VOTING AGREEMENT (this “Agreement”), is made and entered into as of May [ ò ], 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”).