Exhibit 10.5


 


INDEMNITY AGREEMENT


 


This INDEMNITY
AGREEMENT (this “Agreement”) is made as of
           , 2021, by and between FS Development Corp. II, a Delaware
corporation (the “Company”), and
                  
(“Indemnitee”).







 















RECITALS


 


WHEREAS, highly competent persons
have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of such corporations;


 


WHEREAS, the board of directors of
the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the
Company and its subsidiaries from certain liabilities;


 


WHEREAS, directors, officers and
other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business
enterprise itself;


 


WHEREAS, the Amended and Restated
Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”)
of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification
pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws
and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification,
hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS, the uncertainties relating
to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined
that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in
the future;


 


WHEREAS, it is reasonable, prudent
and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on
behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so protected against liabilities;


 


WHEREAS, this Agreement is a supplement
to and in furtherance of the Charter and Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee may not be willing
to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee
to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that Indemnitee be so indemnified.


 






     


     

    

 


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:


 





TERMS AND CONDITIONS


 


1.
SERVICES TO THE COMPANY Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or
in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until
Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement
shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in
any other capacity of the Company, in each case as provided in Section 17 hereof. This Agreement, however, shall not impose
any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required
by law or by other agreements or commitments of the parties, if any.


 


2.
DEFINITIONS. As used in this Agreement:


 


(a)
“agent” shall mean any person who is or was a director, officer or employee of the Company
or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving
in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the
Company or a subsidiary of the Company.


 


(b)
“Beneficial Owner” and “Beneficial Ownership” shall have
the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


(c)
“Change in Control” shall be deemed to occur upon the earliest to occur after the date
of this Agreement of any of the following events:


 


(i)  
Acquisition of Stock by Third Party. Other than FS Development Holdings II, LLC (the “Sponsor”)
or any of its affiliates, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then
outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative
Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number
of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was
approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in
Control under part (iii) of this definition;


 


(ii)  Change
in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election
by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of
the directors then still in office who were directors on the date hereof or whose election for nomination for election was
previously so approved (collectively, the “Continuing Directors”), cease for any reason to
constitute at least a majority of the members of the Board;


 






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(iii)  Corporate
Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business
Combination”), in each case, unless, following such Business Combination: (1) all or substantially all
of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of
directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the
combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of
directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more
Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business
Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the
Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or
indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote
generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to
the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such
Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination;


 


(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement
or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other
than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision
by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions);
or


 


(v)
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form)
promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.


 


(d)
“Corporate Status” describes the status of a person who is or was a director, officer,
trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as
defined below) which such person is or was serving at the request of the Company.


 


(e)
“Delaware Court” shall mean the Court of Chancery of the State of Delaware.


 


(f)
“Disinterested Director” shall mean a director of the Company who is not and was not a party to
the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.


 


(g)
“Enterprise” shall mean the Company and any other corporation, constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned
subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise
of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, manager, general partner,
managing member, fiduciary, employee or agent.


 


(h)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(i)
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or
nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and
all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below),
including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company
or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as
defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas
bond, or other appeal bond or its equivalent. “Expenses,” however, shall not include amounts paid in settlement by
Indemnitee or the amount of judgments or fines against Indemnitee.


 






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(j)
“fines” shall include any excise tax assessed on Indemnitee with respect to any employee
benefit plan.


 


(k)
“Independent Counsel” shall mean a law firm or a member of a law firm with significant
experience in matters of corporate law and that neither presently is, nor in the past five years has been, retained to represent:
(i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee
under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding
(as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.


 


(l)
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as
in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries
(as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the
Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(m)
“Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional
tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any
action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as
a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company
as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise,
in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification,
reimbursement, or advancement of expenses can be provided under this Agreement.


 


(n)
“serving at the request of the Company” shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.


 






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(o)
“Subsidiary,” with respect to any Person, shall mean any corporation, limited liability
company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by that Person.


 


3.
INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify,
hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is
threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding
by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant
to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was
unlawful.


 


4.
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company
shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or
in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this
Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.
No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim,
issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only
to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification, to be held harmless or to exoneration.


 


5.
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of
this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate
Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any
claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law,
indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding,
the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against
all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee
was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in
such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.


 






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6.
INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, except for Section
27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by
applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith.


 


7.
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3,
4, or 5 hereof and except for Section 27, the Company shall, to the fullest extent permitted by applicable
law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments,
liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually
and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights
shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s
duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct
or a knowing violation of the law.


 


8.
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


(a)
To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights
provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu
of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee,
whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes
any right of contribution it may have at any time against Indemnitee.


 


(b)
The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted
against Indemnitee.


 


(c)
The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which
may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


9.
EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement
to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


(a)
for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity
or advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract,
agreement, other indemnity or advancement provision or otherwise;


 






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(b)
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or
common law; or


 


(c)
except as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding
(or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the
Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless
or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall
seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance
policy of the Company covering Indemnitee.


 


10.
ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


(a)
Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent
not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee
to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the
Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding.
Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted
by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate
entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include
any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred
preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable
law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s
receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined
that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement,
the Charter, the Bylaws, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee
for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9 hereof.


 


(b)
The Company will be entitled to participate in the Proceeding at its own expense.


 


(c)
The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment,
liability, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.


 


11.
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a)
Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification,
hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company
shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.


 


(b)
Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance
with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate
in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement
to indemnification shall be determined according to Section 12(a) of this Agreement.


 






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12.
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a)
A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall
be made in the specific case by one of the following methods: (i) if no Change in Control has occurred (x) by a majority vote of
the Disinterested Directors, even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though
less than a quorum of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct,
by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change
in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.
The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled
to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined
that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.
Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or Expenses incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section
12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall
be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give
written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent
Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement.
If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of
the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company,
as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company
or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection
is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days
after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution
of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon
the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).


 


(c)
The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless
such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


 






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13.
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a)
In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden
of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary
to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have
made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested
Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)
If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law,
be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of
a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is
expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not
to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement
to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information
relating thereto.


 


(c)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(d)
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied
to Indemnitee by the directors, trustees, general partners, managers or managing members of the Enterprise in the course of their
duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general
partner, manager or managing member of the Enterprise, or on information or records given or reports made to the Enterprise, its
Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, by an
independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee
of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d)
shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to
have met the applicable standard of conduct set forth in this Agreement.


 


(e)
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member,
fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 






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14.
REMEDIES OF INDEMNITEE.


 


(a)
In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not
timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have
been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request
for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence
of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v)
a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification
pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made
that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights
under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication
by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee,
at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions
of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)
In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee
is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be
conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination.


 


(c)
In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to
be entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses under this Agreement and the
Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, and exonerated and to receive
advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant
to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding
or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant
to Section 10 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed).


 


(d)
If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition
of such indemnification under applicable law.


 






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(e)
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any
such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(f)
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and,
if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee,
to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial
proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this
Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter,
or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person
for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such
indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless
such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


(g)
Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies,
holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing
with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement
of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.


 


15.
SECURITY. Notwithstanding anything herein to the contrary, except for Section 27 hereof, to the extent requested
by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the
Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security,
once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.


 


16.
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


 


(a)
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution
of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened,
commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee
in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable
law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement
of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.


 






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(b)
The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection
or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements” on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or
on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s
status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions
of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification
Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement
except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in
any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification
Arrangement.


 


(c)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which
such person serves at the request of the Company, Indemnitee 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 such director, officer, trustee, partner, managers, managing
member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source
of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the
terms of such policies.


 


(d)
In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit
to enforce such rights.


 


(e)
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is
or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless
or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement
to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion
any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing
such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement,
and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue
or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against
any person or entity other than the Company.


 


17.
DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period
Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member,
fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise
which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any
possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14
of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at
the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.


 






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18.
SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be
deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


19.
ENFORCEMENT AND BINDING EFFECT.


 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on
it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b)
Without limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof.


 


(c)
The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or
assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company
or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise
at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.


 


(d)
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.


 


(e)
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be
inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly,
the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among
other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable
harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining
any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest
extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith.
The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent
jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.


 






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20.
MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


21.
NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall
be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed on such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd)
business day after the date on which it is so mailed:


 


(a)
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee
shall provide in writing to the Company.


 


(b)
If to the Company, to:


 


FS Development Corp. II


600 Montgomery Street, Suite 4500


San Francisco, California 94111


Attn: Jim Tananbaum


 


With a copy, which shall
not constitute notice, to


 


White & Case LLP


1221 Avenue of the Americas


New York, New York 10020


Attn: Joel Rubinstein,
Esq.


Fax No.: (212) 354-8113


 


or to any other address
as may have been furnished to Indemnitee in writing by the Company.


 


22.
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest
extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal
court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of
the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any
objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead
or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient
forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that
the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21
hereof or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.


 






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23.
IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


24.
MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


25.
PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right
of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration
of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that
if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 


26.
ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other
procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or
other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.
WAIVER OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees
that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any
monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company
and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising
out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.


 


28.
MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during
the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of
insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful
acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee
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 such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as
an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors and officers.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.


 





	 	FS DEVELOPMENT CORP. II



 


	 	By:	 
	 	 	Name:
	 	 	Title:



 





	 	INDEMNITEE:



 


 







	 	By:	 
	 	 	Name:
	 	 	Address:



 


[Signature Page to Indemnity Agreement]


 


 


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