STOCK PURCHASE AGREEMENT AMONG QUINCE THERAPEUTICS, INC., ERYDEL ITALY, INC., ERYDEL S.P.A., THE SHAREHOLDERS AND THE MANAGERS SET FORTH ON SCHEDULE II HERETO AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS HOLDER REPRESENTATIVE FOR THE SHAREHOLDERSStock Purchase Agreement • July 24th, 2023 • Quince Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the date the last acceptance has been received (the “Agreement Date”) by and among (i) Quince Therapeutics, Inc., a Delaware corporation (“Buyer”), (ii) : EryDel Italy, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Buyer (“IT Buyer”), (iii) EryDel S.p.A., a company with shares (società per azioni) incorporated under the laws of Italy, with registered office in Bresso (MI), Via Antonio Meucci no. 3, registered with the Companies’ Register of Milano Monza Brianza Lodi (enrolled in the special section as an innovative small-medium-enterprise), Italian tax code and VAT no. 02290380415, REA number MI – 1993330 (“Company”), (iv) the holders of Company Stock (as such term is defined below) and the managers set forth on Schedule II hereto (the “Shareholders” and, together with the Company, the “Company Parties”) and (v) Shareholder Representative Services LLC, a Colorado limited liability
