Browse EX-10 agreements

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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**101 College Street, Suite 210 **

**New Haven, CT 06510 **

June 15, 2026

John Militello

[***]

[***]

Dear John:

On behalf of Orphai Therapeutics, LLC (also referred to herein as the “Company” or “Orphai Therapeutics”), a subsidiary of Quince Therapeutics, Inc. (the “Parent”), I am pleased to offer you a position as Head of Finance beginning July 6, 2026, or earlier by mutual agreement. As an employee of the Company, you will provide services to the Parent and its affiliates (collectively with the Company, the “Company Group”).

**Position **

You will report to Brigette Roberts, Chief Executive Officer. Your annualized compensation in this position will consist of an annual base salary of $440,000 paid in twice monthly pay periods, less required deductions. You will be based out of your home office in New York.

**Compensation and Benefits **

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**QUINCE THERAPEUTICS, INC. **

**EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT **

This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between John Militello (“Executive”) and Quince Therapeutics, Inc. (the “Company”), effective as of September 16, 2026 (the “Effective Date”).

**RECITALS **

1. The Board of Directors of the Company (the “Board”) has determined that it is in the best interest of the Company and its stockholders to provide certain payments and benefits in connection with certain terminations of Executive’s employment with the Company (or any parent, subsidiary or successor of the Company), including certain terminations that occur in connection with a Change in Control.

2. Executive is currently employed by Orphai Therapeutics, LLC, a subsidiary of the Company, and provides services to the Company and its affiliates.

3. Capitalized terms used in this Agreement and not otherwise defined herein are defined in Section 6 below.

**AGREEMENT **

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May 12, 2026

Keith Fandrick

Re: Updated Compensation Arrangement

Dear Keith:

We are pleased to provide you with this letter agreement (this “Agreement”) which sets forth certain equity-related terms applicable to your employment with Orphai Therapeutics Inc. (the “Company”).

As you know, the Company intends to raise money through a Qualified Financing (as defined below), currently anticipated to close later in 2026. In connection with the Qualified Financing, the Board of Directors of the Company (the “Board”) has approved the compensation and equity matters described herein, which shall be effective upon, and subject to, the closing of the Qualified Financing or as otherwise specified. The Company is offering the benefits contained in this Agreement in recognition of your past efforts and continued commitment to the Company and in light of the impact of the Company’s bridge financing which closed on February 17, 2026, and recapitalization that have reduced the equity position of the management team. In order to provide you with the compensation and equity matt

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SEVENTH AMENDMENT TO CREDIT AGREEMENT

SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 8, 2026 (this “Amendment”), is by and among GRAY MEDIA, INC., a Georgia corporation (the “Borrower”), the other Guarantors party hereto (together with the Borrower, the “Loan Parties”), each Exchanging Term D Lender (as defined below), each Revolving Credit Lender, each Issuing Bank and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent (in such capacity, the “Administrative Agent”), the Additional Term G Lender (as defined below), an Issuing Bank and the Swing Line Lender. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Amended Credit Agreement referred to below.

W I T N E S S E T H:

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].”

EXECUTION VERSION

Option and License Agreement

between

Genmab A/S

as Genmab

and

Scancell Limited

as Scancell

1

CONTENTS

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].”

Dated 16 SEPTEMBER 2024

SCANCELL LIMITED

**– **and –

PHARMAJET, INC.

STRATEGIC PARTNERSHIP AGREEMENT

COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK
T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM

TABLE OF CONTENTS

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].”

Execution Version

License Agreement

between

Genmab A/S

as Genmab

and

Scancell Limited

as Scancell

CONFIDENTIAL

Genmab matter [***]

CONTENTS

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