Exhibit 10.4


 


PRIVATE PLACEMENT CLASS A COMMON STOCK
PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
CLASS A COMMON STOCK PURCHASE AGREEMENT, dated as of                 , 2021 (as it may from time to time be amended and including all exhibits
referenced herein, this “Agreement”), is entered into by and between FS Development Corp. II, a Delaware corporation
(the “Company”), and FS Development Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company
intends to consummate an initial public offering (the “Public Offering”) of shares of the Company’s Class
A common stock, par value $0.0001 per share (the “Shares”). The Purchaser hereby agrees to purchase an aggregate
of 400,000 Shares (or 430,000 Shares in the aggregate to the extent the underwriter’s over-allotment option in connection
with the Public Offering is exercised in full) (the “Private Placement Shares”).


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1
Authorization, Purchase and Sale; Terms of the Private Placement Shares.


 


A.
Authorization of the Private Placement Shares. The Company has duly authorized the issuance and sale of the Private
Placement Shares to the Purchaser.


 


B. 
Purchase and Sale of the Private Placement Shares.


 


On the date of the
consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company
(the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, an aggregate of 400,000 Private Placement Shares at a price of $10.00 per share for an aggregate purchase price
of $4,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to
the Company in accordance with the Company’s wiring instructions at least one business day prior to the Initial Closing Date.
On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Shares
purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery
in book-entry form. On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,”
and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an
aggregate of 30,000 Private Placement Shares, in the same proportion as the amount of the over-allotment option that is exercised,
at a price of $10.00 per share for an aggregate purchase price of up to $300,000 (if the over-allotment option in connection with
the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire
transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one
business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Purchaser
of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company
shall either, at its option, deliver certificates evidencing the Private Placement Shares purchased by the Purchaser on such date
duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 




     


     


    

 


C.
 Terms of the Private Placement Shares.


 


(i)
The Private Placement Shares shall be subject to a letter agreement, dated as of the date hereof, by and among the Purchaser,
the Company and certain of the Company’s directors and officers (a “Letter Agreement”).


 


(ii)
At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights
agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchaser relating to the Private Placement Shares.


 


Section 2
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement
and purchase the Private Placement Shares, the Company hereby represents and warrants to the Purchaser (which representations and
warranties shall survive each Closing Date) that:


 


A.
Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify
would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company.
The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this
Agreement and the Letter Agreement.


 


B.  Authorization;
No Breach.


 


(i)
The execution, delivery and performance of this Agreement and the Private Placement Shares have been duly authorized and
approved by the Company as of each Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable
in accordance with its terms.


 


(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Shares, the issuance and sale of the
Private Placement Shares and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do
not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b)
constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s
capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption, action,
notice, declaration or filing, in each case, by or to any court or administrative or governmental body or agency pursuant to the
amended and restated certificate of incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended
prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company
is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after
the date hereof under federal or state securities laws.


 


C. 
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Private Placement
Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to,
the terms hereof, the Purchaser will have good title to the Private Placement Shares, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 




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D.
 Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation
by the Company of any other transactions contemplated hereby.


 


Section 3
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement
and issue and sell the Private Placement Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which
representations and warranties shall survive each Closing Date) that:


 


A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement.


 


B.  Authorization;
No Breach.


 


(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to
or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms,
conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject that would materially
impact its ability to perform its obligations hereunder.


 


C.  Investment Representations.


 


(i)
The Purchaser is acquiring the Private Placement Shares (the “Securities”), for the Purchaser’s
own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution
thereof.


 


(ii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”), and the Purchaser has not experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502(c) of Regulation D under the Securities Act.


 


(v)  The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been
afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands
that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice
as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.

 




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(vi)  
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule
144 under the Securities Act is not available for the resale of securities initially issued by shell companies (other than business
combination related shell companies) or issuers that have been at any time previously a shell company, the Purchaser understands
that Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that
was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer
of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12
months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
(iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the U.S. Securities
and Exchange Commission (the “SEC”) reflecting its status as an entity that is not a shell company.


 


(viii)
The Purchaser has knowledge and experience in financial and business matters, understands the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.


 


Section 4
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private
Placement Shares are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations and Warranties. The representations and warranties of the Company contained in Section 2 hereof
shall be true and correct at and as of such Closing Date as though then made.


 


B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Letter Agreement.


 




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D. Letter Agreement and Registration Rights Agreement. The Company shall have entered into the Letter Agreement and the
Registration Rights Agreement, each on terms satisfactory to the Purchaser.


 


E. Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Letter Agreement and the issuance and sale of the Private Placement Shares hereunder.


 


Section 5
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3
hereof shall be true and correct at and as of such Closing Date as though then made.


 


B. Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C. Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Letter Agreement and the issuance and sale of the Private Placement Shares hereunder.


 


D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Letter Agreement.


 


E. Letter Agreement. The Company shall have entered into the Letter Agreement on terms satisfactory to the Company.


 


Section 6
Termination. This Agreement may be terminated at any time after June 30, 2021 upon the election by either the Company
or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive
each Closing Date.


 


Section 8
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in
the registration statement on Form S-1 the Company has filed with the SEC under the Securities Act.


 


Section 9
Miscellaneous.


 


A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of
the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may
not assign this Agreement without the prior written consent of the other party hereto, other than assignments by the Purchaser
to its affiliates (including, without limitation, one or more of its members).


 




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B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.


 


C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain
the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. In
the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a substantive part of this Agreement. The use of the word “including’ in this Agreement shall
be by way of example rather than by limitation.


 


E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the internal laws of the State of New York.


 


F. Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written
instrument executed by all parties hereto.


 


[Signature Page Follows]





 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 	 	 
	 	FS DEVELOPMENT CORP. II, a Delaware corporation
	 	 	 	 
	 	By:	 
	 		Name:  	Jim Tananbaum
	 		Title:	Chief Executive Officer



 


	 	PURCHASER:
	 	 	 
	 	FS DEVELOPMENT HOLDINGS II, LLC, 

a Delaware limited liability company
	 	 	 
	 	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



 


[Signature Page to Private Placement
Class A Common Stock Purchase Agreement]