Browse EX-10 agreements

EXECUTION VERSION

Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***], PURSUANT TO REGULATION S-K ITEM 601(B) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS: (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT(this “Agreement”) is dated as of October 15, 2026, by and among First Tracks Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit Aattached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement with respect to the Securities (as defined below) to be sold by the Company in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act (as defined below);

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Execution Version

AGREEMENT

THIS AGREEMENT (the “Agreement”), dated as of October 14, 2026, is made by and between FreightCar America, Inc., a Delaware corporation (the “Company”), and OC III LVS XII LP, OC III LVS XXVIII LP, and OC III LFE II LP, each on behalf of itself (each such holder of Common Stock, “Stockholder”).

In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

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ARTICLE I

Definitions

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Section 1.1. Definitions. For purposes of this Agreement, the following terms have the respective meanings set forth below:

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**PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of October 13, 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Frazier Life Sciences Holdings II, LLC, a Cayman Islands limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Shares”). The Purchaser has agreed to purchase an aggregate of 300,000 Shares (the “Private Placement Shares”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

*AGREEMENT *

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***FORWARD PURCHASE AGREEMENT ***

This Forward Purchase Agreement (this “Agreement”) is entered into as of October 13, 2026, by and between Fraizer Life Sciences Acquisition Corp. II, an exempted company with limited liability under the laws of the Cayman Islands (the “Company”), and Frazier Life Sciences Public Fund, L.P., a Delaware limited partnership (the “Purchaser”).

WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);

WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of 7,500,000 Class A ordinary shares, par value $0.0001 per share (the “Class*** A Shares*”, and the Class A Shares sold in the IPO, the “Public Shares”) at a price of $10.00 per Public Share;

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 2026, is made and entered into by and among Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Frazier Life Sciences Holdings II, LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (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 Company has 1,875,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding;

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***INVESTMENT MANAGEMENT TRUST AGREEMENT ***

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 13, 2026 by and between Frazier Life Sciences 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. 333-299101 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) (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

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and

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October 13, 2026

Frazier Life Sciences Acquisition Corp. II

1001 Page Mill Road

Building 4, Suite 200B

Palo Alto, California 93404

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 Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Jefferies LLC, 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 7,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class********* A Ordinary Shares***”). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Fo

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AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

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This** AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT **(this “Amendment”) dated as of October 13, 2026, is made among AVNET, INC., a New York corporation (the “Company”), AVNET HOLDING EUROPE BV, a Belgian privately held limited liability company (“Avnet Europe” and, together with the Company, the “Borrowers” and each, a “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, and the Lenders party hereto (including the Increasing Lenders (as defined below)).  Each capitalized term used and not otherwise defined in this Amendment has the definition specified in the Credit Agreement described below.

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RECITALS:

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**New America Acquisition I Corp. **

725 Fifth Ave, 22nd Floor

New York, NY 10022 

October 15, 2026

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter of agreement by and between New America Acquisition I Corp. (the “Company”) and Dominari Holdings Inc. (the “Services Provider”), an affiliate of certain Company officers and directors (“Management”), dated as of the date hereof, will confirm our agreement that, commencing on October 15, 2026 (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and 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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TERMINATION AND RELEASE AGREEMENT

This Termination and Release Agreement, dated as of October 15, 2026 (this “Agreement”), is entered into by and between New America Sponsor I LLC (“Sponsor”) and New America Acquisition I Corp., a Florida corporation (the “Company”). Sponsor and the Company are collectively referred to herein as the “Parties” and individually as a “Party”.

RECITALS

A. Sponsor and the Company are parties to that certain Administrative Services Agreement, dated December 3, 2025 (the “Administrative Services Agreement”).

B. The Parties desire to terminate and cancel in its entirety, without any consideration or the need for any further documentation, the Administrative Services Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows

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**EXECUTION VERSION **

AMENDMENT NO. 4

Dated as of October 14, 2026

to

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 15, 2022

THIS AMENDMENT NO. 4 (this “Amendment”) is made as of October 14, 2026 by and among BLUE OWL FINANCE LLC, a Delaware limited liability company (the “Borrower”), BLUE OWL CAPITAL HOLDINGS LP, a Delaware limited partnership (“Blue Owl Holdings”), BLUE OWL CAPITAL CARRY LP, a Delaware limited partnership (together with Blue Owl Holdings, each, a “Parent Guarantor”, and collectively, the “Parent Guarantors”), the subsidiaries of the Borrower party hereto as Subsidiary Guarantors (the “Subsidiary Guarantors” and together with the Borrower and the Parent Guarantors, the “Loan Parties” and each a “Loan Party”), the financial institutions listed on the signature pages hereof and MUFG BANK, LTD., as Administrative Agent (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of June 15, 2022 by and among the Borrower, the Parent Guarantors, the Subsidiary Guarantors from time to time par

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Exhibit 10.1

Execution Version

[*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

This INCREMENTAL ASSUMPTION AND AMENDMENT NO. 3 to the Credit Agreement, dated as of October 15, 2026 (this “Amendment”), among NCL CORPORATION LTD., a Bermuda exempted company limited by shares (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”) and Collateral Agent for the Secured Parties (the “Collateral Agent”).

RECITALS

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