INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 30, 2020, by and between PANACEA ACQUISITION CORP., a Delaware corporation (the “Company”), and Sarah Marriott (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2020, is made and entered into by and among Panacea Acquisition Corp., a Delaware corporation (the “Company”), EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the “Sponsor”), PA Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”), 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 and Cowen Investments, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 30, 2020, by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PANACEA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 30, 2020Warrant Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 30, 2020, is by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of June 30, 2020, is entered into by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
Panacea Acquisition Corp. Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 6th, 2020 • Panacea Acquisition Corp • 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., a Delaware corporation (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 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of
12,500,000 Units Panacea Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of June 30, 2020, by and among Panacea Acquisition Corp., a Delaware corporation (the “Company”), EcoR1 Panacea Holdings, 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of June 30, 2020, is entered into by and between Panacea Acquisition Corp., a Delaware corporation (the “Company”), and PA Co-Investment LLC, a Delaware limited liability company (the “Purchaser”).
Panacea Acquisition Corp. San Francisco, CA 94103Panacea Acquisition Corp • July 6th, 2020 • Blank checks • New York
This letter agreement by and between Panacea Acquisition Corp., a Delaware corporation (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 New York Stock Exchange (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. 333-239138) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
COWEN AND COMPANY, LLC 599 Lexington Avenue, 20th Floor New York, NY 10022Cowen and Company • July 6th, 2020 • Panacea Acquisition Corp • Blank checks • New York
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not the Advisor is an Indemnified Person) the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor, on the other, in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Advisor’s contribution to such Claim exceed the amount of the Fee actually received by the Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor, on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its stock
