REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2021 • FS Development Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 16, 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”).
Pardes Biosciences, Inc. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • January 12th, 2023 • Pardes Biosciences, Inc. • Pharmaceutical preparations • New York
Pardes Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 19th, 2021 • FS Development Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 16, 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 94111FS Development Corp. II • January 26th, 2021 • 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:
PARDES BIOSCIENCES, INC. OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • December 30th, 2021 • Pardes Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Pardes Biosciences, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1
FS Development Corp. II San Francisco, California 94111Letter Agreement • February 19th, 2021 • FS Development 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 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 20,125,000 shares of the Company’s Class A common stock, par value $0.0001 per share (including up to 2,625,000 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
PARDES BIOSCIENCES, INC. DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • December 30th, 2021 • Pardes Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Pardes Biosciences, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
FS Development Corp. II San Francisco, California 94111Letter 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 AGREEMENTCommon Stock Purchase Agreement • February 19th, 2021 • FS Development Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT, dated as of February 16, 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”).
17,500,000 Shares of Class A Common Stock FS Development Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2021 • FS Development Corp. II • Blank checks • New York
Introductory. FS Development Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule A (the “Underwriters”) an aggregate of 17,500,000 shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”). The 17,500,000 shares of Class A Common Stock to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,625,000 shares of Class A Common Stock as provided in Section 2. The additional 2,625,000 shares of Class A Common Stock to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC has agreed to act as
REGISTRATION RIGHTS AGREEMENTAddendum Agreement • December 23rd, 2021 • Pardes Biosciences, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 23, 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”).
November 22, 2021 Philippe Tinmouth Dear Phil:Pardes Biosciences, Inc. • January 21st, 2022 • Pharmaceutical preparations • Massachusetts
Pardes Biosciences, Inc, a Delaware corporation (the “Company”), is pleased to offer you employment pursuant to the terms of this Executive Offer Letter (the “Agreement”).
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.Agreement and Plan of Merger • 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”).
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE PARDES BIOSCIENCES, INC.Restricted Stock Unit Award Agreement • March 2nd, 2022 • Pardes Biosciences, Inc. • Pharmaceutical preparations
Pursuant to the Pardes Biosciences, Inc. 2022 Inducement Plan (the “Plan”), Pardes Biosciences, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”), of the Company. This Award has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of NASDAQ Stock Market, Inc.
FS DEVELOPMENT CORP. IILetter 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”):
PARDES BIOSCIENCES, INC AMENDMENT NO. 1 TO EXECUTIVE OFFER LETTERPardes Biosciences, Inc. • December 30th, 2021 • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) dated as of December 23, 2020 to the Executive Offer Letter (the “Original Agreement”) dated September 21, 2020, is by and between Pardes Biosciences, Inc, a Delaware corporation (the “Company”), and Brian P. Kearney, PharmD (“Employee”). All capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Original Agreement.
VOTING AGREEMENTVoting Agreement • December 30th, 2021 • Pardes Biosciences, Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) is dated as of December 23, 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”).
Gilead Sciences, Inc. 333 Lakeside Drive Foster City, CA 94404 FS Development Corp. IIFS Development Corp. II • June 29th, 2021 • Blank checks • Delaware
TM Heidi Henson Re: Retention Bonus Agreement Dear Heidi:Pardes Biosciences, Inc. • June 5th, 2023 • Pharmaceutical preparations • California
Pardes Biosciences, Inc., a Delaware corporation (the “Company”) greatly appreciates your many contributions to the Company. To encourage your continued commitment, the Company is offering you the opportunity to receive a retention bonus, which is supplemental to the severance benefits available under the Company’s Executive Severance Plan (the “Severance Plan”), pursuant to the terms and conditions described in this letter agreement (the “Agreement”).
LOCK-UP AGREEMENTLock-Up Agreement • December 30th, 2021 • Pardes Biosciences, Inc. • Pharmaceutical preparations • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of December 23, 2021 and is between Pardes Biosciences, Inc. (f/k/a FS Development Corp. II), a Delaware corporation (“PubCo”), and each of the stockholder parties identified on Exhibit A hereto (collectively, the “Stockholder Parties”).
May 15, 2023 PERSONAL AND CONFIDENTIAL Brian P. Kearney, PharmD Re: Separation Agreement and General Release of Claims Dear Brian:Personal and Confidential • May 18th, 2023 • Pardes Biosciences, Inc. • Pharmaceutical preparations • California
This letter (this “Agreement”) confirms your separation from employment with Pardes Biosciences, Inc. (the “Company”) effective as of May 15, 2023 (the “Separation Date”) as a result of a reduction in force and not for Cause (as defined in Section 2(d) of the Executive Severance Plan, copy of which is attached hereto as Exhibit A (the “Executive Severance Plan)). The Company thanks you for your contributions to the Company and wishes you well in your future endeavors. Capitalized terms used in this Agreement and not otherwise defined shall have the meaning assigned to such term in the Executive Severance Plan.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • November 23rd, 2021 • FS Development Corp. II • Pharmaceutical preparations • Delaware
This Convertible Note Purchase Agreement (this “Agreement”), dated as of November 15, 2021, is entered into among Pardes Biosciences, Inc., a Delaware corporation (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2022 • Pardes Biosciences, Inc. • Pharmaceutical preparations
This Employment Agreement (“Agreement”) is made and entered into as of March 1, 2022 (the “Effective Date”) between Pardes Biosciences, Inc., a Delaware corporation (the “Company”), and Thomas
FS DEVELOPMENT CORP. IILetter Agreement • February 19th, 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”):
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 16, 2023 AMONG MEDIPACIFIC, INC., MEDIPACIFIC SUB, INC. AND PARDES BIOSCIENCES, INC.Agreement and Plan of Merger • July 17th, 2023 • Pardes Biosciences, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 16, 2023 (this “Agreement” and, such date, the “Agreement Date”), by and among MediPacific, Inc., a Delaware corporation (“Parent”), MediPacific Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Pardes Biosciences, Inc., a Delaware corporation (the “Company”).
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).
March 25, 2022 PERSONAL AND CONFIDENTIAL Uri A. Lopatin, M.D. Re: Transition and Separation Agreement and General Release of Claims Dear Uri:Personal and Confidential • March 29th, 2022 • Pardes Biosciences, Inc. • Pharmaceutical preparations • California
Effective March 1, 2022 (the “Transition Date”) you no longer serve as the Chief Executive Officer and President of the Company. This letter (this “Agreement”) provides notices that on July 31, 2022 (the “Separation Date”), your employment with Pardes Biosciences, Inc. (the “Company”) shall terminate without Cause (as defined in Section 1(d) of the Executive Severance Plan). During the period between the Transition Date and the Separation Date (the “Transition Period”), you will continue as an employee of the Company serving in the role of Chief Scientific and Strategic Advisor and your compensation and severance benefits remain unchanged through the Separation Date. The Company thanks you for your contributions, assistance and continued commitment to the Company during this transition period. Capitalized terms used in this Agreement and not otherwise defined shall have the meaning assigned to such term in the Executive Severance Plan, a copy of which is attached hereto as Exhibit A (t
CONSULTING AGREEMENTConsulting Agreement • March 29th, 2022 • Pardes Biosciences, Inc. • Pharmaceutical preparations • California
This CONSULTING AGREEMENT (this “Consulting Agreement”) is executed as of March 25, 2022 to be effective as of the first day following the Separation Date (as defined in the Separation Agreement) (the “Effective Date”) but contingent upon, and assuming that, both the Separation Agreement has become effective and not revoked and the Supplemental Release (attached to the Separation Agreement as Exhibit B) has become effective, by and between Pardes Biosciences, Inc., a Delaware corporation (“Company”), and Uri A. Lopatin, M.D., a California resident (the “Consultant”). This Consulting Agreement is being entered into by the parties pursuant to that certain Transition and Separation Agreement and General Release of Claims dated as of March 25, 2022 (the “Separation Agreement”) and is Exhibit C to such Separation Agreement. Each capitalized term used herein and not otherwise defined shall have the meaning assigned to such term in the Separation Agreement.
LIMITED GUARANTYLimited Guaranty • July 17th, 2023 • Pardes Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Limited Guaranty, dated as of July 16, 2023 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guaranty”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), is made in favor of Pardes Biosciences, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Merger Sub and the Guaranteed Party, pursuant to which, among other things, Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party continuing as the surviving corporation in the merger as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement and (ii) that certain Contingent Value Rights Agreement (the “CVR Agreement”), by and among the Company, the Rights Agent (as defined in the CVR Agreement) and the Representati
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
Re: Transition and Separation Agreement and General Release of ClaimsPersonal and Confidential • March 14th, 2023 • Pardes Biosciences, Inc. • Pharmaceutical preparations • California
This letter (this “Agreement”) confirms Pardes Biosciences, Inc. (the “Company”) receipt of your notice of resignation from the Company as of the date set forth above effective as of November 30, 2022 (the “Separation Date”). During the period between the date of this Agreement and the Separation Date (the “Transition Period”), you will continue as an employee of the Company serving in the role of Chief Business and Strategy Officer with no change in your base salary. The Company thanks you for your contributions to the Company and continued assistance during this Transition Period.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 9th, 2021 • FS Development Corp. II • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to Agreement and Plan of Merger is made as of November 7, 2021 (the “Amendment Date”) 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 and a direct wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 4th, 2021 • FS Development Corp. II • Blank checks • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2021 and is between Pardes Biosciences, Inc. (f/k/a FS Development Corp. II), a Delaware corporation (“PubCo”), and each of the stockholder parties identified on Exhibit A hereto (collectively, the “Stockholder Parties”).
