FSDC II Class B Common Stock means the shares of Class B Common
Stock, par value $0.0001 per share, of FSDC II.
FSDC II Investors means FS Development Holdings II, LLC, Daniel Dubin, Owens Hughes
and Deepa Pakianathan.
FSDC II IPO means FSDC IIs initial public offering.
Major Pardes Investors means Foresite Capital Opportunity Fund V, L.P., Foresite Capital Fund V, L.P., Khosla Ventures Seed D, LP, Khosla
Ventures VII, LP, GMF Pardes, LLC, Uri A. Lopatin, M.D., Lopatin Descendants Trust, Lee D. Arnold, Ph.D., Brian P. Kearney PharmD, Heidi Henson, Elizabeth H. Lacy, Mark Auerbach, and Michael D. Varney, Ph.D. and their permitted transferees.
Merger means the merger of Old Pardes with and into Merger Sub pursuant to the Merger Agreement, with Old Pardes as the surviving
entity.
Merger Agreement means the Agreement and Plan of Merger, dated as of June 29, 2021 (as amended on November 7, 2021)
by and among FSDC II, Merger Sub, Old Pardes and the Shareholders Representative.
Merger Sub means Orchard Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary of FSDC II prior to the Closing.
Old Pardes means Pardes Biosciences, Inc. prior to the
Closing.
Pardes Equityholders means the holders of equity interests in Old Pardes as of the time immediately before the Business
Combination.
PIPE Investors means those certain investors that participated in the PIPE Investment.
PIPE Investment means the sale of 7,500,000 newly issued shares of Common Stock in a private placement concurrent with the Business
Combination for an aggregate purchase price of $75.0 million.
Private Placement Shares means the 602,500 shares of FSDC II
Class A Common Stock originally purchased by Sponsor in a private placement simultaneously with the closing of FSDC II IPO.
Registration
Rights Agreement means the Registration Rights Agreement, dated December 23, 2021, by and among FSDC II, Old Pardes, the FSDC II Investors and the Major Pardes Investors.
SEC means the Securities and Exchange Commission or any successor organization.
Securities Act means the Securities Act of 1933, as amended from time to time.
Shareholders Representative means Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as
the representative, agent and attorney-in-fact of the Pardes Equityholders.
Sponsor means FS Development Holdings II, LLC.
Voting Agreement means the Voting Agreement, dated December 23, 2021, by and among Sponsor, Pardes and each of the parties listed on
the signature pages thereto.
We, us, our or Pardes mean Pardes Biosciences,
Inc. and its consolidated subsidiaries after the Closing.
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