Browse EX-10 agreements

CREDIT AGREEMENT

EXTENSION AGREEMENT

October 7, 2026

JPMorgan Chase Bank, N.A. and Citibank, N.A.,

as Administrative Agents for the Lenders party to the

Credit Agreement referred to below

Lenders:

Each of the undersigned Lenders (each such Lender, an “Extending Lender”) hereby agrees, in reliance of the certifications set forth in the Extension Request delivered by the Borrower to the Administrative Agent on September 21, 2026, to extend, effective October 7, 2026 (the “Effective Date”), its Commitment and the Maturity Date under the 5-Year Revolving Credit Agreement, dated as of October 24, 2023, (as amended or modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among Altria Group, Inc. (“Altria”), the Lenders party thereto and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Administrative Agents, for an additional one year period to October 24, 2030 pursuant to Section 2.20 of the Credit Agreement.

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COOPERATION AGREEMENT

This Cooperation Agreement (“Agreement”), dated as of October 8, 2026, is made by and among Stride, Inc., a Delaware corporation (the “Company”), Fivespan Partners, LP (“Fivespan”) and the other Fivespan entities and persons listed on Schedule A hereto (collectively with Fivespan, the “Investor Group” and each, individually, an “Investor Group Member”). The Company and each Investor Group Member are referred to herein collectively as the “Parties” and individually as a “Party”.

WHEREAS, the Company and representatives of the Investor Group have engaged in discussions regarding various matters concerning the Company, including matters concerning the Board of Directors of the Company (the “Board”);

WHEREAS, as of the date of this Agreement, Fivespan, together with the other Investor Group Members, Beneficially Owns (as defined below) common stock of the Company, par value $0.0001 per share (the “Common Stock”), as set forth on Schedule A hereto; and

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SECURITIES PURCHASE AGREEMENT

** **

This Securities Purchase Agreement (this “Agreement”) is dated as of October 5, 2026, and is by and between authID Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).

**WHEREAS, **the Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors: (i) a senior secured convertible debenture in the form of Appendix B hereto (each, a “Debenture”; and collectively, the “Debentures”) in an aggregate original principal amount of up to $1,350,000, and (ii) Warrants to purchase Common Shares of the Company in the form of Exhibit 1* to *Appendix C hereto (each, a “Warrant”; and collectively, the “Warrants”);

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Warrant No.________

NEITHER THE WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THE WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

	Right to Purchase
	_________
	Shares of Common Stock,
	par value $0.0001 per share

STOCK PURCHASE WARRANT

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Warrant No. 2026-____

NEITHER THE WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THE WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

	Right to Purchase
	_______
	Shares of Common Stock,
	par value $0.0001 per share

STOCK PURCHASE WARRANT

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SECURITY AGREEMENT

** **

This SECURITY AGREEMENT, dated as of October 5, 2026 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among authID Inc., a Delaware corporation whose address is 1580 N. Logan St., Suite 660, Unit 51767 (the “Grantor”), in favor of [SECURED PARTY NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE], whose address is [SECURED PARTY ADDRESS] (the “Secured Party”).

WHEREAS, on the date hereof, the Grantor has entered into Senior Secured Debentures, dated as of October 5, 2026 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), with the Secured Party and other secured parties, pursuant to which the Secured Party and other secured parties, subject to the terms and conditions contained therein, are to make certain loans to the Grantor (collectively the “October 2026 Loan Agreements”);

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Debenture 2026-«Debenture_No_»

THIS DEBENTURE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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.

AUTHID INC.

SENIOR SECURED DEBENTURE

Original Issue Date: October 6, 2026		Principal Amount $«Principal_Amount»
Maturity Date: February 28, 2027

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of October 5, 2026 (the “Effective Date”) between authID Inc., a Delaware corporation (the “Company”), and the persons or entities who have executed the signature page(s) hereto (each, a “Holder” and collectively, the “Holders”).

RECITALS:

WHEREAS,** **the Company is conducting a bridge financing (the “Bridge Financing”) involving the private placement of Senior Secured Debentures (the “Debentures”) and Warrants (the “Warrants”) to accredited investors, for an aggregate principal amount of up to $1,350,000 (the “Offering”); and

WHEREAS, in connection with the Offering, the Company agreed to provide certain registration rights with respect to the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) and the shares of common stock issuable upon conversion of the Debentures (the “Conversion Shares”), on the terms set forth herein.

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***NOTICE TO AND CONSENT OF HOLDERS OF ***

SENIOR SECURED DEBENTURES ISSUED AS OF APRIL 29, 2026

BY AUTHID INC.

October 5, 2026

Re: Backstop Commitment Agreement dated as of September 9, 2026 (the “Agreement”) between authID Inc. (the “Company”) and the Commitment Parties named therein.

Dear Debenture Holder:

We refer to that certain Senior Secured Debenture dated as of April 29, 2026, between you (“Holder”) and the Company (as amended, restated, or otherwise modified from time to time in accordance with this Notice, the “Debenture”), pursuant to a Securities Purchase Agreement dated as of April 29, 2026 between Holder and the Company (as amended, restated, or otherwise modified from time to time in accordance with this Notice, the “Securities Purchase Agreement”), together with the related Security Agreement dated as of April 29, 2026 between Holder and the Company (as amended, restated, or otherwise modified from time to time in accordance with this Notice, the “Security Agreement”), together with a Warrant Agreement issued by the Company to

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May 14, 2026

Keith Fandrick

Re:	Employment Terms

Dear Keith:

As you are aware, Orphai Therapeutics, Inc. (the “Company”) is pursuing a potential corporate transaction with Quince Therapeutics, Inc. (the “Parent”), pursuant to which it will ultimately become a subsidiary of Parent (the “Merger”). Parent is pleased to offer you continued employment with the Company following the closing of the Merger (the “Closing”) on the terms and conditions in this letter agreement.

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**SEVERANCE AGREEMENT **

This SEVERANCE AGREEMENT (the “Agreement”) is entered into on March 3, 2025, by and between OrphAI Therapeutics, Inc., a Delaware corporation (the “Company”) and Brigette Roberts (the “Employee”).

WHEREAS, the Company employs Employee on an at-will basis in the capacity of Chief Executive Officer; and

WHEREAS, the Company desires to provide Employee with some degree of financial security in the event of an involuntary termination without Cause (as defined herein).

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

1. At-Will Employment. Employee’s employment by the Company is for no specified period and shall continue to be on an at-will basis. Employee’s at-will status may only be altered in writing by an authorized representative of the Company.

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**SEVERANCE AGREEMENT **

This SEVERANCE AGREEMENT (the “Agreement”) is entered into on March 3, 2025, by and between OrphAI Therapeutics, Inc., a Delaware corporation (the “Company”) and Keith Fandrick (the “Employee”).

WHEREAS, the Company employs Employee on an at-will basis in the capacity of Chief Operating Officer; and

WHEREAS, the Company desires to provide Employee with some degree of financial security in the event of an involuntary termination without Cause (as defined herein).

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

1. At-Will Employment. Employee’s employment by the Company is for no specified period and shall continue to be on an at-will basis. Employee’s at-will status may only be altered in writing signed by the Company’s Chief Executive Officer.

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