Exhibit 10.1


 


, 2021


 


FS
Development Corp. II


600
Montgomery Street, Suite 4500


San
Francisco, California 94111


 


Re:Initial
Public Offering


 


Ladies and Gentlemen:


 


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 paragraph 11 hereof.


 


In order to induce
the Company and the Underwriter to enter into the Underwriting Agreement and to proceed with the Public Offering and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of FS Development Holdings
II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each
of whom is a member of the Company’s board of directors and/or management team (each of the undersigned individuals, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1. The
Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock (as defined below) owned by it,
him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her
in connection with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in
a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Common Stock owned
by it, him or her in connection therewith.


 


2. The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24
months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation (as it may be amended from time to time, the “Charter”),
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the shares
of Class A Common Stock sold in the Public Offering (the “Offering Shares”), at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish
all Public Stockholders’ (as defined below) rights as stockholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each
Insider agrees to not propose any amendment to the Charter to modify the substance or timing of the Company’s obligation
to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required time period set
forth in the Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial business
combination activity, unless the Company provides its Public Stockholders with the opportunity to redeem their Offering Shares
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
its taxes, divided by the number of then outstanding Offering Shares.


 






    


     


    

 


The Sponsor and each
Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust
Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held
by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him
or her, if any, any redemption rights it, he or she may have in connection with (A) the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination,
or (B) a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation
to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth
in the Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial business
combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor,
the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering
Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


3. Notwithstanding
the provisions set forth in paragraphs in 7(a) and 7(b), during the period commencing on the effective date of the Underwriting
Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the
Underwriter, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise
dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to shares of Common
Stock (including, but not limited to, Founder Shares) or any securities convertible into, or exercisable, or exchangeable for,
shares of Class A Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of shares of Common Stock (including, but not limited to, Founder
Shares) or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock owned by it, him
or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction specified in clause (i) or (ii); provided, however, all of the foregoing does not apply
to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent
director of the company (as long as such current or future independent director transferee is subject to this Letter Agreement
or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and officers
at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such
transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth
in this paragraph 3 or paragraph 7 below, the Company may announce the impending release or waiver by press release through a major
news service at least two business days before the effective date of the release or waiver. The provisions of this paragraph will
not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed
in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.


 






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4. In
the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and
hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited
to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
(other than the independent registered public accounting firm) or products sold to the Company or (ii) any prospective target business
with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination
agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor
(x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the
independent registered public accounting firm) or products sold to the Company or a Target do not reduce the amount of funds in
the Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the
Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the
Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third
party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver
is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such
claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


5. To
the extent that the Underwriter does not exercise its over-allotment option to purchase up to an additional 1,500,000 shares of
Class A Common Stock within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees
to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 375,000 multiplied by a fraction, (i) the numerator
of which is 1,500,000 minus the number of Class A Common Stock purchased by the Underwriter upon the exercise of their over-allotment
option, and (ii) the denominator of which is 1,500,000. The forfeiture will be adjusted to the extent that the over-allotment option
is not exercised in full by the Underwriter so that the Founder Shares will represent an aggregate of 20.0% of the Company’s
issued and outstanding shares of Class A Common Stock after the Public Offering (not including Private Placement Shares (as defined
below)). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company
will purchase or sell Class A Common Stock or effect a stock dividend or share contribution back to capital, as applicable, immediately
prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20.0% of its issued
and outstanding shares of Class A Common Stock upon the consummation of the Public Offering. In connection with such increase or
decrease in the size of the Public Offering, (A) the references to 1,500,000 in the numerator and denominator of the formula in
the first sentence of this paragraph shall be changed to a number equal to 15% of the number of shares of Class A Common Stock
issued in the Public Offering and (B) the reference to 375,000 in the formula set forth in the first sentence of this paragraph
shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the number
of Founder Shares to equal an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after
the Public Offering (not including Private Placement Shares).


 


6. The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b)
and 9, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or
in equity, in the event of such breach.


 






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7. (a)
The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or any shares
of Class A Common Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s
initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A Common Stock
equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business
Combination or (y) the date following the completion of the Company’s initial Business Combination on which the Company completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property (the “Founder
Shares Lock-up Period”).


 


 (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Shares, until 30 days after the completion of a Business Combination (the “Private Placement Shares Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).








 


 (c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Shares and shares of Class A Common Stock issued or issuable upon the conversion of the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).






 


8. The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to such Insider’s
background. The Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The
Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for,
any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering
of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud,
(ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities
and it, he or she is not currently a defendant in any such criminal proceeding.


 






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9. Except
as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any director
of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies
in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other
than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial
Business Combination: repayment of a loan and advances up to an aggregate of $200,000 made to the Company by the Sponsor; payments
to the Sponsor for certain office space, secretarial and administrative services as may be reasonably required by the Company of
$10,000 per month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and
completing an initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by the Company
from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance
transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate
an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to
repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans
may be convertible into shares of Class A Common Stock at a price of $10.00 per share at the option of the lender. Such shares
of Class A Common Stock would be identical to the Private Placement Shares.


 


10. The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and,
as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer and/or director of the Company.


 


11. As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Common
Stock” shall mean the Class A Common Stock and Class B common stock of the Company, par value $0.0001 per share (the
“Class B Common Stock”); (iii) “Founder Shares” shall mean the 2,875,000 shares
of Class B Common Stock issued and outstanding immediately prior to the consummation of the Public Offering (up to 375,000 shares
of which are subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriter); (iv) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement
Shares” shall mean the 400,000 shares of Class A Common Stock (or 430,000 shares if the over-allotment option is
exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $4,000,000 (or $4,300,000 if the
over-allotment option is exercised in full), or $10.00 per share, in a private placement that shall occur simultaneously with the
consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities
issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of
the net proceeds of the Public Offering and the sale of the Private Placement Shares shall be deposited; and (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act,
and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).


 






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12. The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each
of the Company’s directors and officers shall be covered by such policy or policies, in accordance with its or their terms,
to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


13. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by all parties hereto.


 


14. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


15. Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole
and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16. This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


17. This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18. This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.


 


19. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


20. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by December 31, 2020; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 	 
	 	FS DEVELOPMENT HOLDINGS II, LLC
	 	 	 
	 	By: FORESITE CAPITAL FUND V, L.P., its sole member
	 	 	 
	 	By: FORESITE CAPITAL MANAGEMENT V, LLC, its general
    partner
	 	 	 
	 	By:	 
	 	 	Name: Dennis Ryan
	 	 	Title:Chief Financial Officer
	 	 
	 	Name: Jim Tananbaum
	 	 
	 	 
	 	Name: Dennis Ryan
	 	 
	 	 
	 	Name: Michael Rome
	 	 
	 	 
	 	Name: Daniel Dubin
	 	 
	 	 
	 	Name: Owen Hughes
	 	 
	 	[
	 	Name: Alisa Mall]
	 	 
	 	 
	 	Name: Deepa Pakianathan






 





	Acknowledged and Agreed:	 
	 	 	 
	FS DEVELOPMENT CORP. II	 
	 	 	 
	By:	 	 
	 	Name:Jim Tananbaum	 
	 	Title: Chief Executive Officer