INDEMNITY AGREEMENTIndemnity Agreement • April 14th, 2021 • Panacea Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the “Company”), and Nina Kjellson (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 14th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 6, 2021, by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 9th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2021, is made and entered into by and among Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the “Sponsor”) and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively the “Holders”).
15,000,000 Class A Ordinary Shares Panacea Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as Exhibit 10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which a portion of the proceeds from the sale of the Private Placement Shares (as defined below) and the proceeds from the initial public offering contemplated by this Agreement (the “Offering”) will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Shares.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 14th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 6, 2021, by and among Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the “Adviser”), and each of the purchasers listed on signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
Panacea Acquisition Corp. IILetter Agreement • April 14th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cowen and Company, LLC, as the representative (“Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (including up to 2,250,000 of the Company’s Class A ordinary shares that may be purchased to cover the Underwriters’ over-allotment option to purchase additional Class A ordinary shares, if any) (the “Class A Shares”). The Class A Shares shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 9th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Panacea Acquisition Corp. II San Francisco, CA 94103Panacea Acquisition Corp. II • April 14th, 2021 • Blank checks • New York
This letter agreement by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and EcoR1 Capital, LLC, a Delaware limited liability company (“EcoR1”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the The Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-254056) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
Panacea Acquisition Corp. II Floor 3 San Francisco, CA 94103Panacea Acquisition Corp. II • February 2nd, 2021 • Blank checks • New York
Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for (a) 2,300,000 of the Company’s Class B ordinary shares (the “Founder Shares”), U.S. $0.0001 par value per share (the “Class B Shares”), up to 300,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”) and (b) 3,450,000 of the Company’s Class F Ordinary Shares (the “Alignment Shares”), par value $0.0001 par value per share (the “Class F Shares”), up to 450,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s IPO, if any, do not fully exercise their over-allotment option.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 14th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of April 6, 2021, is entered into by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
Panacea Acquisition Corp. II San Francisco, CA 94103Panacea Acquisition Corp. II • March 9th, 2021 • Blank checks • New York
This letter agreement by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and EcoR1 Capital, LLC, a Delaware limited liability company (“EcoR1”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the The Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
