Common use of Interpretive Matters Clause in Contracts

Interpretive Matters. Unless the context otherwise requires, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Authority, Persons succeeding to the relevant functions of such Person); and (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of such representation, warranty or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties hereto.

Interpretive Matters. Unless Wherever from the context otherwise requiresit appears appropriate, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits each term stated in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in either the singular or plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term neuter genders. The words “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “herebyincludes” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person “include” shall be deemed to mean and be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include the their respective successors and assigns (to the extent and only to the extent permitted assigns of such Person (by the Loan Documents) or, in the case of a Governmental Authoritygovernmental Persons, Persons succeeding to the relevant functions of such Person)Persons; and all references to agreements and instruments, statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, such words are intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such Credit Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. In addition, for purposes hereof, (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (b) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; (c) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of a Person dated such date prepared in accordance with GAAP; (d) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and (he) whenever this Agreement refers to a number of daysunless otherwise specified herein, such number shall refer to calendar days, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained all accounting terms used herein shall have independent significance. If be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided, that, if Borrower notifies Agent that Borrower requests an amendment to any Party has breached provision hereof to eliminate the effect of any representationchange occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from whether any such notice is given before or mitigate the fact that the Party is after such change in breach of such representation, warranty GAAP or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arisesapplication thereof, this Agreement then such provision shall be construed interpreted on the basis of GAAP as if drafted jointly by the Parties, in effect and no presumption applied immediately before such change shall have become effective until such notice shall have been withdrawn or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities such provision amended in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties heretoaccordance herewith.

Interpretive Matters. Unless the context otherwise requires, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term “including” shall mean “including, including without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Authority, Persons succeeding to the relevant functions of such Person); and (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of such representation, warranty or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties hereto.

Interpretive Matters. Unless Wherever from the context otherwise requiresit appears appropriate, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits each term stated in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in either the singular or plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term neuter genders. The words “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “herebyincludes” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person “include” shall be deemed to mean and be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include the their respective successors and assigns (to the extent and only to the extent permitted assigns of such Person (by the Loan Documents) or, in the case of a Governmental Authoritygovernmental Persons, Persons succeeding to the relevant functions of such Person)Persons; and all references to agreements and instruments, statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, such words are intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such Credit Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. In addition, for purposes hereof, (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (b) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; (c) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of a Person dated such date prepared in accordance with GAAP; (d) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and (he) whenever this Agreement refers to a number of daysunless otherwise specified herein, such number shall refer to calendar days, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained all accounting terms used herein shall have independent significancebe interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided, that, if Borrower Representative notifies Agent that Borrower Representative requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Amendment No. If 3 Effective Date in GAAP or in the application thereof on the operation of such provision (or if Agent notifies Borrower Representative that the Requisite Lenders request an amendment to any Party has breached any representationprovision hereof for such purpose), warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from whether any such notice is given before or mitigate the fact that the Party is after such change in breach of such representation, warranty GAAP or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arisesapplication thereof, this Agreement then such provision shall be construed interpreted on the basis of GAAP as if drafted jointly by the Parties, in effect and no presumption applied immediately before such change shall have become effective until such notice shall have been withdrawn or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities such provision amended in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties heretoaccordance herewith.

Interpretive Matters. Unless the context otherwise requires, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits in this Agreement; (b) each accounting term not otherwise defined Any reference in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term a “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereofSection”, “herein”Article” or “Schedule” refers to the corresponding Section, “hereby” and similar terms shall refer Article or Schedule of or to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Authority, Persons succeeding to the relevant functions of such Person); and (h) whenever this Agreement refers to a number of days, such number shall refer to calendar daysAgreement, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of such representation, warranty or covenantcontext indicates otherwise. The section headings of this Agreement Articles herein are included provided for convenience of reference purposes only and shall are not intended to affect the construction or interpretation of any this Agreement. The words “including,” “includes” or “include” are to be read as listing non-exclusive examples of the provisions matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with the terms of this Agreement. Each Any reference to a statute, rule or regulation is deemed also to refer to any amendments or successor legislation, rule or regulation as in effect at the relevant time. Any reference to a contract or other document as of a given date means the Parties acknowledges that it has been represented by independent counsel contract or other document as amended, supplemented and modified from time to time through such date. Any words (including initial capitalized terms defined herein) in the singular will be held to include the plural and vice versa. The terms “hereof,” “herein” and “herewith” and words of its choice throughout all negotiations that have preceded the execution of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting not to any particular provision of this Agreement. In All accounting terms not otherwise defined herein have the event meanings given to them in accordance with GAAP. This Agreement has been freely and fairly negotiated by the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise, or rule of strict construction applied, will arise favoring or disfavoring any Party by virtue because of the authorship of any provision of the provisions this Agreement and prior drafts of this Agreement will be disregarded in interpreting this Agreement. AccordinglyIf the date upon or by which any Party hereto is required to perform any covenant or obligation hereunder falls on a day that is not a Business Day, any rule then such date of law or any legal decision that would require interpretation of any ambiguities performance will be automatically extended to the next Business Day thereafter. Unless the context otherwise requires, (a) “or” is disjunctive but not necessarily exclusive and (b) the use in this Agreement against of a pronoun in reference to a Party hereto includes the masculine, feminine or neuter, as the context may require. Any representation or warranty made to the knowledge of a Party that drafted it is of no application and is hereby expressly waived by the Parties heretowill be to such Party’s actual knowledge.

Interpretive Matters. Unless the context otherwise requires, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits in this Agreement; (b) each accounting term not otherwise defined Any reference in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term a “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereofSection”, “herein”Article” or “Schedule” refers to the corresponding Section, “hereby” and similar terms shall refer Article or Schedule of or to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Authority, Persons succeeding to the relevant functions of such Person); and (h) whenever this Agreement refers to a number of days, such number shall refer to calendar daysAgreement, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of such representation, warranty or covenantcontext indicates otherwise. The section headings of this Agreement Articles herein are included provided for convenience of reference purposes only and shall TxCell Sangamo TOA are not intended to affect the construction or interpretation of any this Agreement. The words “including,” “includes” or “include” are to be read as listing non-exclusive examples of the provisions matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with the terms of this Agreement. Each Any reference to a statute, rule or regulation is deemed also to refer to any amendments or successor legislation, rule or regulation as in effect at the relevant time. Any reference to a contract or other document as of a given date means the Parties acknowledges that it has been represented by independent counsel contract or other document as amended, supplemented and modified from time to time through such date. Any words (including initial capitalized terms defined herein) in the singular will be held to include the plural and vice versa. The terms “hereof,” “herein” and “herewith” and words of its choice throughout all negotiations that have preceded the execution of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting not to any particular provision of this Agreement. In All accounting terms not otherwise defined herein have the event meanings given to them in accordance with GAAP. This Agreement has been freely and fairly negotiated by the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise, or rule of strict construction applied, will arise favoring or disfavoring any Party by virtue because of the authorship of any provision of the provisions this Agreement and prior drafts of this Agreement will be disregarded in interpreting this Agreement. AccordinglyIf the date upon or by which any Party hereto is required to perform any covenant or obligation hereunder falls on a day that is not a Business Day, any rule then such date of law or any legal decision that would require interpretation of any ambiguities performance will be automatically extended to the next Business Day thereafter. Unless the context otherwise requires, (a) “or” is disjunctive but not necessarily exclusive and (b) the use in this Agreement against of a pronoun in reference to a Party hereto includes the Party that drafted it is of no application and is hereby expressly waived by masculine, feminine or neuter, as the Parties heretocontext may require.

Interpretive Matters. Unless Wherever from the context otherwise requiresit appears appropriate, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits each term stated in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in either the singular or plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term neuter genders. The words “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “herebyincludes” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person “include” shall be deemed to mean and be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include the their respective successors and assigns (to the extent and only to the extent permitted assigns of such Person (by the Loan Documents) or, in the case of a Governmental Authoritygovernmental Persons, Persons succeeding to the relevant functions of such Person)Persons; and all references to agreements and instruments, statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, such words are intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such Credit Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. In addition, for purposes hereof, (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (b) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; (c) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of a Person dated such date prepared in accordance with GAAP; (d) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and (he) whenever this Agreement refers to a number of daysunless otherwise specified herein, such number shall refer to calendar days, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained all accounting terms used herein shall have independent significance. If be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided, that, if Borrower Representative notifies Agent that Borrower Representative requests an amendment to any Party has breached provision hereof to eliminate the effect of any representationchange occurring after the Restatement Date in GAAP or in the application thereof on the operation of such provision (or if Agent notifies Borrower Representative that the Requisite Lenders request an amendment to any provision hereof for such purpose), warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from whether any such notice is given before or mitigate the fact that the Party is after such change in breach of such representation, warranty GAAP or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arisesapplication thereof, this Agreement then such provision shall be construed interpreted on the basis of GAAP as if drafted jointly by the Parties, in effect and no presumption applied immediately before such change shall have become effective until such notice shall have been withdrawn or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities such provision amended in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties heretoaccordance herewith.

Interpretive Matters. Unless the context otherwise requires, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term “including” shall mean “including, including without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person “records” shall be deemed refer to mean all information that is inscribed on a tangible medium or that is stored in an electronic or other medium and include the successors and permitted assigns of such Person is retrievable in perceivable form; (h) “or, ” is used in the case inclusive sense of a Governmental Authority, Persons succeeding to the relevant functions of such Person)“and/or,” unless otherwise specified; and (hi) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “business daysBusiness Days.” The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached Breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached Breached shall not detract from or mitigate the fact that the Party is in breach Breach of such representation, warranty or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties hereto.

Interpretive Matters. Unless the context otherwise requires, (a) all references to Articles, Sections, Sections or Schedules or Exhibits shall mean and refer are to Articles, Sections, Sections or Schedules or Exhibits in this Agreement; , (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; , (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter; , (d) whenever the term words “include,” “includes” or “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “hereby” and similar terms shall refer to are used in this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person they shall be deemed to mean be followed by the words “but not limited to” and include (e) the successors and permitted assigns of such Person (or, word “extent” in the case of a Governmental Authority, Persons succeeding phrase “to the relevant functions of extent” shall mean the degree to which a subject or other thing extends, and such Person); and (h) whenever this Agreement refers to a number of days, such number phrase shall refer to calendar days, unless such reference is specifically to not simply mean “business days.” if”. The Parties intend that each representation, warranty warranty, covenant and covenant agreement contained herein shall have independent significance. If any Party has breached any representation, warranty warranty, covenant or covenant agreement contained herein in any respect, the fact that there exists another representation, warranty warranty, covenant or covenant agreement relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of such the first representation, warranty warranty, covenant or covenantagreement. All uses of “written” contained in Articles 2, 3 and 4 shall be deemed to include information transmitted via electronic mail, facsimile or other electronic transmission. For purposes of Article 3, information shall be deemed to have been “made available” to Buyer only if such information was posted to the electronic data room maintained by Fenwick & West LLP in a manner accessible and reviewable by Buyer at least 2 days prior to the date hereof. The section headings Parties agree that any drafts of this Agreement are included for reference purposes only and or any Transaction Document prior to the final fully executed drafts shall not affect be used for purposes of interpreting any provision of this Agreement or any Transaction Document, and each of the construction Parties agrees that no Party, Indemnifying Party or interpretation of Indemnified Party shall make any claim, assert any defense or otherwise take any position inconsistent with the foregoing in connection with any dispute or Proceeding among any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity foregoing or question of intent arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring for any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties heretoother purpose.

Interpretive Matters. Unless Wherever from the context otherwise requiresit appears appropriate, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits each term stated in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in either the singular or plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term neuter genders. The words “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “herebyincludes” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person “include” shall be deemed to mean and be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include the their respective successors and assigns (to the extent and only to the extent permitted assigns of such Person (by the Loan Documents) or, in the case of a Governmental Authoritygovernmental Persons, Persons succeeding to the relevant functions of such Person)Persons; and all references to agreements and instruments, statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, such words are intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such Credit Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. In addition, for purposes hereof, (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (b) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; (c) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of a Person dated such date prepared in accordance with GAAP; (d) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and (he) whenever this Agreement refers to a number of daysunless otherwise specified herein, such number shall refer to calendar days, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained all accounting terms used herein shall have independent significancebe interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided, that, if Borrower Representative notifies Agent that Borrower Representative requests an amendment to any provision hereof to eliminate the effect of any change occurring after the RestatementAmendment No. If 3 Effective Date in GAAP or in the application thereof on the operation of such provision (or if Agent notifies Borrower Representative that the Requisite Lenders request an amendment to any Party has breached any representationprovision hereof for such purpose), warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from whether any such notice is given before or mitigate the fact that the Party is after such change in breach of such representation, warranty GAAP or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arisesapplication thereof, this Agreement then such provision shall be construed interpreted on the basis of GAAP as if drafted jointly by the Parties, in effect and no presumption applied immediately before such change shall have become effective until such notice shall have been withdrawn or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities such provision amended in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties heretoaccordance herewith.

Interpretive Matters. Unless the context otherwise requires, (a) all references to Articles, Sections, Arti- cles or Schedules or Exhibits shall mean and refer are to Articles, Sections, Articles or Schedules of or Exhibits in to this Agreement; , (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; singu- lar form includes the plural form and vice versa, (c) words in the singular or plural include the singular and plural“or” is disjunctive but not necessarily ex- clusive, and pronouns stated in either the masculine, feminine or neuter gender shall include the (d) masculine, feminine and neuter; (d) neuter forms all include the term “including” shall mean “includingother, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to word “hereof”, “herein”, “herebyincluding” and similar terms shall refer following any statement will not be construed to this entire Agreement (including limit the Schedules and Exhibits hereto); (g) references state- ment to matters listed after such word or term, whether or not a phrase of non-limitation such as “without limitation” is used. Liquidated Damages. Notwithstanding any Person shall be deemed to mean and include the successors and permitted assigns of such Person (orcontrary provision contained herein, in the case event of a Governmental Authoritymaterial breach by either party of its obligations under this Agreement, Persons succeeding the only damages payable to the relevant functions of such Person); Nondefaulting party shall be a lump sum monetary payment equal to $[amount] 31894-txb_44-2 Sheet No. 39 Side A 08/03/2012 14:05:58 BOILERPLATE PROVISION 3RD.DOCX (DO NOT DELETE) 6/18/2012 4:53 PM 2012] BOILERPLATE PROVISIONS 173 plus any attorneys’ fees and (h) whenever this Agreement refers costs incurred by the Nondefaulting party to obtain, if necessary, a number of days, such number shall refer to calendar days, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty final judgment or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) arbitration determination that the Party defaulting party has not materially breached shall not detract from or mitigate the fact that the Party is in breach of such representation, warranty or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of obligations under this Agreement. In the event an ambiguity or question of intent arises, a party alleged to be in material breach under this Agreement (Defaulting Party) challenges the applicability or efficacy of this provision or if this provision is held to be void or unenforceable for any reason, the Nondefaulting Party shall be construed as if drafted jointly by the Partiesentitled to any and all other damages and remedies otherwise provided at law, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue includ- ing attorneys’ fees. Publicity. Upon consummation of the authorship of any of the provisions of this Agreement. Accordinglytransactions contemplated hereby, any rule of except as required by applicable law or any legal decision that would require interpretation stock exchange or similar rules, neither party shall disclose the terms of any ambiguities in this Agreement against or the Party that drafted it is of no application existence hereof (except to advisors and is hereby expressly waived by financing sources who have a need to know or who are otherwise subject to a confidentiality restriction) without the Parties heretoother party’s prior writ- ten consent.

Interpretive Matters. Unless Wherever from the context otherwise requiresit appears appropriate, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits each term stated in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in either the singular or plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term neuter genders. The words “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “herebyincludes” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person “include” shall be deemed to mean and be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include the their respective successors and assigns (to the extent and only to the extent permitted assigns of such Person (by the Loan Documents) or, in the case of a Governmental Authoritygovernmental Persons, Persons succeeding to the relevant functions of such Person)Persons; and all references to agreements and instruments, statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, such words are intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such Credit Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. In addition, for purposes hereof, (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (b) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; (c) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of a Person dated such date prepared in accordance with GAAP; (d) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and (he) whenever this Agreement refers to a number of daysunless otherwise specified herein, such number shall refer to calendar days, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained all accounting terms used herein shall have independent significance. If be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided, that, if Borrower notifies Agent that Borrower requests an amendment to any Party has breached provision hereof to eliminate the effect of any representationchange occurring after the Escrow Funding Date in GAAP or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from whether any such notice is given before or mitigate the fact that the Party is after such change in breach of such representation, warranty GAAP or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arisesapplication thereof, this Agreement then such provision shall be construed interpreted on the basis of GAAP as if drafted jointly by the Parties, in effect and no presumption applied immediately before such change shall have become effective until such notice shall have been withdrawn or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities such provision amended in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties heretoaccordance herewith.

Interpretive Matters. Unless In each of the context otherwise requiresInvestment Documents, unless a clear contrary intention appears: (a) all references to Articles, Sections, Schedules or Exhibits shall mean the singular number includes the plural number and refer to Articles, Sections, Schedules or Exhibits in this Agreementvice versa; (b) each accounting term not otherwise defined reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by such Investment Document, and reference to a Person in this Agreement has the meaning assigned to it a particular capacity excludes such Person in accordance with GAAPany other capacity or individually; (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, feminine or neuter reference to any gender shall include the masculine, feminine and neuterincludes each other gender; (d) reference to any agreement (including this Agreement and the term “including” shall mean “includingSchedules and Exhibits and the Appendices hereto), document or instrument means such agreement, document or instrument as amended, modified, supplemented, or replaced from time to time in accordance with the terms thereof and, if applicable, the terms hereof (and without limitation,” (i.e., by way of example and giving effect to any amendment or modification that would not by way of limitationbe permitted in accordance with the terms hereof); (e) all references reference to statutes any applicable Law means such applicable Law as amended, modified, codified or reenacted, in whole or in part, and related in effect from time to time, including rules and regulations promulgated thereunder and reference to any particular provision of any applicable Law shall be interpreted to include all amendments any revision of the same and any or successor to that provision regardless of how numbered or replacement statutes and regulationsclassified; (f) reference to any Article, Section, Schedule, Exhibit or Appendix means such Article or Section hereof or such Schedule, Exhibit or Appendix hereto; (g) “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; (h) the terms “hereofinclude”, “herein”, “herebyincluding” and similar terms shall refer to this entire Agreement (including be construed as if followed by the Schedules and Exhibits hereto)phrase “without being limited to”; (gi) the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”; (j) relative to the determining of any period of time, “from” means “from and including” and “to” and “through” mean “to and including”; (k) “or”, “either” and “any” are not exclusive; and (l) references to any Subsidiary of a Person shall be deemed to mean and include the successors and permitted assigns of given effect only at such times as such Person (or, in the case has one or more Subsidiaries. An Event of a Governmental Authority, Persons succeeding to the relevant functions Default shall “continue” or be “continuing” until such Event of such Person); and (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of such representation, warranty or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it Default has been represented fully cured or waived in writing by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties heretoPurchaser.

Interpretive Matters. Unless For purposes of this Agreement, each of the Company and the Rights Agent agrees that: (a) whenever the context requires, the singular number shall include the plural, and vice versa; (b) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and does not simply mean “if”; (c) where a word or phrase is defined in this Agreement, each of its other grammatical forms has a corresponding meaning unless the context otherwise requires, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term word “includingor” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person shall be deemed to mean “or” unless the Company determines the context requires otherwise; (e) the meaning assigned to each capitalized term defined and include used in this Agreement is equally applicable to both the successors singular and permitted assigns the plural forms of such Person (orterm, in the case of a Governmental Authority, Persons succeeding to the relevant functions of such Person)and words denoting any gender include all genders; and (hf) whenever this Agreement refers the words “include” and “including,” and variations thereof, shall not be deemed to a number be terms of dayslimitation, such number but rather shall refer be deemed to calendar days, unless such reference is specifically to be followed by the words “business dayswithout limitation.” The Parties intend parties hereto have caused this Agreement to be duly executed as of the day and year first above written. QUINCE THERAPEUTICS, INC. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS AGENT By: /s/ Xxxx Xxxx By: /s/ Xxxx Xxxxx Name: Xxxx Xxxx Name: Xxxx Xxxxx Title: Chief Executive Officer Title: EVP, Chief Customer Officer EXHIBIT A (FORM OF CERTIFICATE OF DESIGNATION) EXHIBIT B FORM OF RIGHT CERTIFICATE Certificate No. R — Rights NOT EXERCISABLE AFTER THE FINAL EXPIRATION DATE (AS DEFINED IN THE AGREEMENT) OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT. Right Certificate [•] This certifies that [•], or registered assigns, is the registered owner of the number of Rights set forth above, each representationof which entitles the owner thereof, warranty subject to the terms, provisions and covenant contained herein conditions of the Rights Agreement, dated as of April 5, 2023 (the “Agreement”), between Quince Therapeutics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Agreement) and prior to the earlier of (i) 5:00 P.M., New York City time, on April 5, 2024, if Stockholder Approval (as defined in the Agreement) has not occurred before such time, or (ii) 5:00 P.M., New York City time, on April 5, 2026, at the at the Rights Agent’s office designated for such purpose , or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Shares”), at a purchase price of $6.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 5, 2023, based on the Preferred Shares as constituted at such date. As provided in the Agreement, the Purchase Price and the number of one one-thousandths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. From and after the time any Person becomes an Acquiring Person, any Rights beneficially owned by such Acquiring Person or an Associate or Affiliate of such Acquiring Person, or certain transferees thereof, shall become null and void without any further action and no holder of such Rights shall have independent significanceany rights whatsoever with respect to such Rights. This Right Certificate is subject to all of the terms, provisions and conditions of the Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Agreement are on file at the principal executive offices of the Company and the offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If any Party has breached any representation, warranty or covenant contained herein this Right Certificate shall be exercised in any respectpart, the fact that there exists holder shall be entitled to receive upon surrender hereof another representation, warranty Right Certificate or covenant relating Right Certificates for the number of whole Rights not exercised. Subject to the same subject matter (regardless provisions of the relative levels Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at a redemption price of specificity$0.001 per Right or (ii) that may be exchanged in whole or in part for Preferred Shares or shares of the Party has not breached shall not detract from Company’s Common Stock, par value $0.001 per share. No fractional Preferred Shares will be issued upon the exercise of any Right or mitigate Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the fact that election of the Party is Company, be evidenced by depositary receipts), but, in breach of such representationlieu thereof, warranty or covenanta cash payment will be made, as provided in the Agreement. The section headings No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Agreement are included for reference purposes only and shall not affect or herein be construed to confer upon the construction or interpretation of holder hereof, as such, any of the provisions rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Agreement. Each This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue proper officers of the authorship Company and its corporate seal. Dated as of any , ____. Attest: Quince Therapeutics, Inc. By By Name: Name: Xxxx Xxxx Title: Title: Chief Executive Officer Countersigned: American Stock Transfer & Trust Company, LLC By Name: Title: Form of the provisions Reverse Side of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties hereto.Right Certificate

Interpretive Matters. Unless Wherever from the context otherwise requiresit appears appropriate, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits each term stated in this Agreement; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in either the singular or plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term neuter genders. The words “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereof”, “herein”, “herebyincludes” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person “include” shall be deemed to mean and be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include the their respective successors and assigns (to the extent and only to the extent permitted assigns of such Person (by the Loan Documents) or, in the case of a Governmental Authoritygovernmental Persons, Persons succeeding to the relevant functions of such Person)Persons; and all references to agreements and instruments, statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Credit Party, such words are intended to signify that such Credit Party has actual knowledge or awareness of a particular fact or circumstance or that such Credit Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. In addition, for purposes hereof, (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (b) “or” is not exclusive; (c) words in the singular include the plural and words in the plural include the singular; (d) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; (e) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of a Person dated such date prepared in accordance with GAAP; (f) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and (hg) whenever this Agreement refers to a number of daysunless otherwise specified herein, such number shall refer to calendar days, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained all accounting terms used herein shall have independent significance. If any Party has breached any representationbe interpreted, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of such representation, warranty or covenant. The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent arises, this Agreement accounting determinations hereunder shall be construed as if drafted jointly by the Partiesmade, and no presumption or burden of proof all financial statements required to be delivered hereunder shall arise, or rule of strict construction applied, favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities be prepared in this Agreement against the Party that drafted it is of no application and is hereby expressly waived by the Parties heretoaccordance with GAAP.

Interpretive Matters. Unless the context otherwise requires, (a) all references to Articles, Sections, Schedules or Exhibits shall mean and refer to Articles, Sections, Schedules or Exhibits in this Agreement; (b) each accounting term not otherwise defined Any reference in this Agreement has the meaning assigned to it in accordance with GAAP; (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter; (d) the term a “including” shall mean “including, without limitation,” (i.e., by way of example and not by way of limitation); (e) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (f) references to “hereofSection”, “herein”Article” or Schedule refers to the corresponding Section, “hereby” and similar terms shall refer Article or Schedule of or to this entire Agreement (including the Schedules and Exhibits hereto); (g) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Authority, Persons succeeding to the relevant functions of such Person); and (h) whenever this Agreement refers to a number of days, such number shall refer to calendar daysAgreement, unless such reference is specifically to “business days.” The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of such representation, warranty or covenantcontext indicates otherwise. The section headings of this Agreement Articles and Sections herein are included provided for convenience of reference purposes only and shall are not intended to affect the construction or interpretation of any this Agreement. The words “including,” “includes” or “include” are to be read as listing non-exclusive examples of the provisions matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the party is legally obligated to do so in accordance with the terms of this Agreement. Each Any reference to a statute, rule or regulation is deemed also to refer to any amendments or successor legislation, rule or regulation as in effect at the relevant time. Any reference to a contract or other document as of a given date means the Parties acknowledges that it has been represented by independent counsel contract or other document as amended, supplemented and modified from time to time through such date. Any words (including initial capitalized terms defined herein) in the singular will be held to include the plural and vice versa. The terms “hereof,” “herein” and “herewith” and words of its choice throughout all negotiations that have preceded the execution of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and that it has executed the same with consent and upon the advice of said independent counsel. The Parties have participated jointly in the negotiation and drafting not to any particular provision of this Agreement. In All references herein to “$” or dollars will refer to United States dollars. All accounting terms not otherwise defined herein have the event meanings given to them in accordance with GAAP. This Agreement has been freely and fairly negotiated by the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall will be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise, or rule of strict construction applied, will arise favoring or disfavoring any Party by virtue because of the authorship of any provision of this Agreement and prior drafts of this Agreement will be disregarded in interpreting this Agreement. If the date upon or by which any party hereto is required to perform any covenant or obligation hereunder falls on a day that is not a Business Day, then such date of performance will be automatically extended to the next Business Day thereafter. Unless the context otherwise requires, (a) “or” is disjunctive but not necessarily exclusive and (b) the use in this Agreement of a pronoun in reference to a Party hereto includes the masculine, feminine or neuter, as the context may require. If, and as often as, there is any change in the outstanding shares of Common Stock, Preferred Stock or other equity securities of Wabtec by reason of a share dividend or distribution, or stock split or other subdivision, or in connection with a combination of stock, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization or other similar capital transaction, appropriate anti-dilution adjustments consistent with the anti-dilution provisions otherwise set forth in the Certificate of Designation for the Preferred Shares will be made in the provisions of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against so as to fairly and equitably preserve the Party that drafted it is of no application rights and is hereby expressly waived by the Parties heretoobligations set forth herein.