REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2021 • FS Development Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among FS Development Corp. II, a Delaware corporation (the “Company”), FS Development Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • January 26th, 2021 • FS Development Corp. II • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between FS Development Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 26th, 2021 • FS Development Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between FS Development Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FS Development Corp. II 600 Montgomery Street, Suite 4500 San Francisco, CA 94111Securities Subscription Agreement • January 26th, 2021 • FS Development Corp. II • Blank checks • Delaware
FS Development Corp. II, a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by FS Development Holdings II, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,875,000 shares (the “Shares”) of Class B common stock of the Company, par value $0.0001 per share, up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), do not fully exercise their option to purchase additional shares of Common Stock to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FS Development Corp. II San Francisco, California 94111Underwriting Agreement • January 26th, 2021 • FS Development Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FS Development Corp. II, a Delaware corporation (the “Company”), and Jefferies LLC, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share (including up to 1,500,000 shares that may be purchased to cover over-allotments, if any) (the “Class A Common Stock”). The Class A Common Stock will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Common Stock listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in parag
PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENTPrivate Placement Class a Common Stock Purchase Agreement • January 26th, 2021 • FS Development Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between FS Development Corp. II, a Delaware corporation (the “Company”), and FS Development Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).
10,000,000 Shares of Class A Common Stock FS Development Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • FS Development Corp. II • Blank checks • New York
FS DEVELOPMENT CORP. IIAdministrative Services Agreement • January 26th, 2021 • FS Development Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and between FS Development Corp. II (the “Company”) and FS Development Holdings II, LLC (the “Sponsor”), 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 Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
