Panacea Acquisition Corp. Floor 3 San Francisco, CA 94103Panacea Acquisition Corp • June 12th, 2020 • Blank checks • Delaware
Panacea Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 2,875,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common St
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 12th, 2020 • Panacea Acquisition Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2020, by and among Panacea Acquisition Corp., a Delaware corporation (the “Company”), EcoR1 Panacea Holdings, 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”).
