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”).
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 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
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
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”):
