FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2021 • FS Development Corp. II • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among FS Development Corp. II, a Delaware corporation (the “Company”), the parties listed as Investors on Schedule I hereto (each, an “Investor” and collectively, the “Investors”) and Pardes Biosciences, Inc., a Delaware company (“Pardes”).
AGREEMENT AND PLAN OF MERGER dated June 29, 2021 by and among Pardes Biosciences, Inc., Shareholder Representative Services LLC, as the Stockholders’ Representative, FS Development Corp. II, and Orchard Merger Sub, Inc.Merger Agreement • June 29th, 2021 • FS Development Corp. II • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2021 (this “Agreement”), is entered into by and among Pardes Biosciences, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services LLC, solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Stockholders’ Representative”), FS Development Corp. II, a Delaware corporation (prior to the Effective Time, “Parent”, and at and after the Effective Time, “PubCo”), and Orchard Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
Gilead Sciences, Inc. 333 Lakeside Drive Foster City, CA 94404 FS Development Corp. IILetter Agreement Re: Pipe Investment • June 29th, 2021 • FS Development Corp. II • Blank checks • Delaware
PARENT SUPPORT AGREEMENTParent Support Agreement • June 29th, 2021 • FS Development Corp. II • Blank checks • Delaware
This PARENT SUPPORT AGREEMENT, dated as of June 29, 2021 (this “Agreement”), is entered into by and among FS Development Corp. II, a Delaware corporation (“Parent”), Pardes Biosciences, Inc., a Delaware corporation (the “Company”), FS Development Holdings II, LLC, a Delaware limited liability company (“Sponsor”), and each of the other stockholders of Parent whose names are set forth on Exhibit A hereto (each, a “Founder” and, collectively, the “Founders”). Capitalized terms used herein and not otherwise defined will have the meaning given such terms in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • June 29th, 2021 • FS Development Corp. II • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 29, 2021, by and among FS Development Corp. II, a Delaware corporation (“Parent”), and the persons set forth on Schedule I attached hereto (each, a “Stockholder” and collectively, the “Stockholders”). Each of Parent and each Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2021 • FS Development Corp. II • Blank checks
In connection with the proposed business combination (the “Transaction”) between FS Development Corp. II, a Delaware corporation (“FSII”), and Pardes Biosciences, Inc., a Delaware corporation (“Target”), pursuant to a merger agreement to be entered into among FSII, Target, and the other parties thereto (the “Transaction Agreement”), FSII is seeking commitments from interested investors to purchase shares of Class A common stock, par value $0.0001 per share (the “Shares”), of FSII, for a purchase price of $10.00 per share (the “Per Share Purchase Price”). The aggregate purchase price to be paid by the undersigned (the “Investor”) for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.” On or about the date of this Subscription Agreement, FSII is entering into subscription agreements (the “Other Subscription Agreements” and together with this Subscription Agreement, the “Subscription Agreements”) with certain other investor
FORM OF VOTING AGREEMENTVoting Agreement • June 29th, 2021 • FS Development Corp. II • Blank checks • Delaware
This VOTING AGREEMENT (this “Agreement”) is dated as of [●], 2021 and is by and among FS Development Holdings II, LLC, a Delaware limited liability company (“Sponsor”), Pardes Biosciences, Inc. (f/k/a FS Development Corp. II), a Delaware corporation (the “Company”), and each of the individuals and entities executing a counterpart signature page to this Agreement (each, a “Voting Party”, and, collectively, the “Voting Parties”).
