INDEMNITY AGREEMENTIndemnification Agreement • March 9th, 2021 • Panacea Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust 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”).
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”).
15,000,000 Class A Ordinary Shares Panacea Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 9th, 2021 • Panacea Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 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. IIUnderwriting Agreement • March 9th, 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
Panacea Acquisition Corp. II San Francisco, CA 94103Administrative Services Agreement • March 9th, 2021 • Panacea Acquisition Corp. II • 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”):
