October 20, 2020 Panacea Acquisition Corp. Floor 3 San Francisco, CA 94103 Re: Lock-Up Agreement for EcoR1 Panacea Holdings, LLC and PA Co-Investment LLC Ladies and Gentlemen:Letter Agreement • October 21st, 2020 • Panacea Acquisition Corp • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger (the “MA”) entered into by and among Panacea Acquisition Corp., a Delaware corporation (the “Company”), Panacea Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”) and Nuvation Bio Inc., a Delaware corporation (“Nuvation”), pursuant to which, among other things, Merger Sub will be merged with and into Nuvation on the date hereof (the “Merger”), with Nuvation surviving the Merger as a wholly owned subsidiary of the Company.
AGREEMENT AND PLAN OF MERGER by and among PANACEA ACQUISITION CORP., PANACEA MERGER SUBSIDIARY CORP, and NUVATION BIO INC. dated as of October 20, 2020Agreement and Plan of Merger • October 21st, 2020 • Panacea Acquisition Corp • Blank checks • Delaware
IN WITNESS WHEREOF, Panacea Acquisition Corp. has caused this Amended and Restated Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of this [●] day of [●], 2020.
FORM OF SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 21st, 2020 • Panacea Acquisition Corp • Blank checks • Delaware
THIS SPONSOR SUPPORT AGREEMENT (this “Support Agreement”) is made and entered into as of October 20, 2020, by and between Panacea Acquisition Corp., a Delaware corporation (“Purchaser”), Nuvation Bio, Inc., a Delaware corporation (the “Company”), EcoR1 Panacea Holdings, LLC (“Sponsor”) and PA Co-Investment LLC (along with Sponsor a “Supporting Party” and, collectively, the “Supporting Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
