Exhibit 10.4


 


FORM OF VOTING AGREEMENT


 


This VOTING AGREEMENT (this
“Agreement”) is dated as of [●], 2021 and is by and among FS Development Holdings II, LLC, a Delaware limited
liability company (“Sponsor”), Pardes Biosciences, Inc. (f/k/a FS Development Corp. II), a Delaware corporation (the
“Company”), and each of the individuals and entities executing a counterpart signature page to this Agreement (each,
a “Voting Party”, and, collectively, the “Voting Parties”).


 


RECITALS


 


WHEREAS, reference is made
to that certain Agreement and Plan of Merger, dated as of June 29, 2021 (the “Merger Agreement”), by and among the
Company, Orchard Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Shareholder Representative Services LLC,
a Colorado limited liability company, as the Stockholders’ Representative, and Pardes Biosciences Sub, Inc. (f/k/a Pardes Biosciences,
Inc.), a Delaware corporation (“Pardes”);




 


WHEREAS, all capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement;


 


WHEREAS, pursuant to the Merger
Agreement and simultaneously with the execution and delivery of this Agreement, Merger Sub is being merged with and into Pardes, with
Pardes being the Surviving Corporation, as a result of which Pardes will be the wholly-owned subsidiary of the Company; and


 


WHEREAS, the execution and
delivery of this Agreement is a condition to the closing of the Merger and the other transactions contemplated by the Merger Agreement.


 


NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Sponsor, the Company and each Voting Party, intending to be legally bound, agree as follows:


 


AGREEMENT


 


1.
Agreement to Vote. During the Term (as defined below), each Voting Party agrees to vote all voting securities
of the Company that it owns from time to time and may vote in the election of the Company’s directors (collectively, “Voting
Shares”) in accordance with the provisions of this Agreement, whether at a regular or special meeting of stockholders or by
written consent.


 


2.
Board of Directors.


 


2.1
Immediately following the consummation of the Merger, or as soon as practicable thereafter, the Company board of directors
(the “Board”) will be comprised of [five (5) to seven (7)] directors, which shall be divided into three (3)
classes, designated Class I, II and III, with Class I consisting of [●] Directors (the “Class I Directors”),
Class II consisting of [●] Directors (the “Class II Directors”) and Class III consisting of [●] Directors
(the “Class III Directors”). [●] shall constitute the initial Class I Directors and shall be nominated in Class
I, the members of which shall have an initial term that expires at the annual meeting of stockholders of the Company held in 2022; [●]
shall constitute the Class II Directors and shall be nominated in Class II, the members of which shall have an initial term that expires
at the annual meeting of stockholders of the Company held in 2023; and [Sponsor designee] [and [●]] shall constitute the
initial Class III Directors and shall be nominated in Class III, the members of which shall have an initial term that expires at the annual
meeting of stockholders held in 2024. The full [five (5) to seven (7)] member Board will be comprised of [●] [and [four (4)]
other members designated by the Pardes board of directors; provided that the Pardes board of directors may designate up to [two
(2)] additional Independent Directors]. At least a majority of the Board shall qualify as Independent Directors.


 






    


    


    

 


2.2
Through the consummation of the 2024 annual stockholders meeting (the “Term”), at each annual or special
meeting of stockholders of the Company for the election of Class III Directors, Sponsor shall have the right to designate for election
as a member of the Board, and the Board (including any committee thereof) shall nominate (and recommend for election and include such
recommendation in a timely manner in any proxy statement, consent solicitation or other applicable announcement to the Company’s
stockholders), one (1) individual to serve as a Class III Director; provided, however, if at any time during the Term the
Sponsor owns less than [to insert an amount equal to 25% of the PubCo Shares held by Sponsor as of immediately following the Closing]
shares of Class A Common Stock of the Company (as adjusted for any share split, share dividend or other share recapitalization, share
exchange or other event), the rights of the Sponsor and the obligations of the Board under this Section 2.2 shall automatically
terminate. For avoidance of doubt, Sponsor shall not have more than one (1) individual nominee serving as a Class III Director at any
time during the Term.


 


2.3
Through the consummation of the 2022 annual stockholders meeting, the Pardes’ board of directors as constituted immediately
prior to the Effective Time shall have the right to designate for election as a member of the Board, and the Board (including any committee
thereof) shall nominate (and recommend for election and include such recommendation in a timely manner in any proxy statement, consent
solicitation or other applicable announcement to the Company’s stockholders), (a) one (1) individual to serve as a Class I Director,
two (2) individuals to serve as Class II Directors and one (1) individual to serve as a Class III Director for the initial term of such
directors and (b) up to two (2) additional Independent Directors.


 


2.4
All Directors shall hold office, subject to their earlier death, resignation or removal in accordance with this Agreement and
applicable Law, until their respective successors shall have been elected and qualified.


 


2.5
All Directors elected in accordance with Section 2.2 during the initial term of the Class III Director designated thereunder
or Section 2.3 during the initial term of the Class I Director, Class II Directors or Class III Director designated thereunder,
as applicable, shall be removed from the Board only (a) upon the vote or written consent of the Voting Party that is entitled to designate
such Director under Section 2.2 or Section 2.3, as applicable or (b) pursuant to the vote of the Company’s stockholders
at any annual or special meeting of stockholders. Upon any individual elected as provided in Section 2.2 or Section 2.3,
as applicable, ceasing to be a member of the Board, whether by death, resignation or removal or otherwise, only the Voting Party that
was entitled to designate such individual under Section 2.2 or Section 2.3, as applicable, shall have the right to fill
any resulting vacancy in the Board; provided that such Voting Party still has the right to designate the applicable director pursuant
to Section 2.2 or Section 2.3, as applicable.


 


2.6
Nothing in this Agreement shall prevent the Board from increasing the size of the Board or decreasing the size of the Board
(but not below five (5) directors) after the Effective Time and, with respect to increases in the size of the Board, to assign such additional
directors among the applicable class of directors as appropriate.


 






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3.
Successors in Interest of the Voting Parties and the Company. The provisions of this Agreement shall be binding
upon the successors in interest of any Voting Party with respect to any of such Voting Party’s Voting Shares or any voting rights
therein, unless the Voting Shares are (a) sold on a national securities exchange on which the Company common stock is listed for trading
on the date in question or (b) transferred by such Voting Party to a Person that is not Controlled by such Voting Party.


 


4.
Grant of Proxy. The parties agree that this Agreement does not constitute the granting of a proxy to any party
or any other person; provided, however, that, should the provisions of this Agreement be construed to constitute the granting
of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.


 


5.
Specific Enforcement. It is agreed and understood that (a) monetary damages would not adequately compensate an
injured party for the breach of this Agreement by any party hereto, (b) this Agreement shall be specifically enforceable and (c) any breach
of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto
waives any claim or defence that there is an adequate remedy at law for such breach or threatened breach and agrees that a party’s
rights would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried out in
accordance with the terms and conditions hereof.


 


6.
Manner of Voting. The voting of the Voting Shares pursuant to this Agreement may be effected in person, by proxy,
by written consent or in any other manner permitted by applicable law.


 


7.
Termination. This Agreement shall terminate on the last day of the Term.


 


8.
Amendments and Waivers. Except as otherwise provided herein, any provision of this Agreement may be amended,
or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only
with the written consent of the Company and Sponsor.


 


9.
Stock Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization
or the like, any securities issued with respect to Voting Shares held by the Voting Parties shall become Voting Shares for purposes of
this Agreement.


 


10.
Severability. In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


11.
Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed
by and interpreted in accordance with the laws of the State of Delaware without reference to its conflicts of law provisions.


 


12.
Counterparts; Electronic Execution or Delivery. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original and all of which together shall constitute one instrument. This Agreement may be executed electronically;
any executed counterpart of this Agreement may be delivered by facsimile or electronic mail; and any such electronically executed or delivered
copy of a counterpart signature page shall have the same force and effect as an originally executed copy hereof.


 


13.
Successors and Assigns. Except as otherwise expressly provided in this Agreement, the provisions hereof shall
inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.


 


14.
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties,
and supersedes any prior agreement or understanding among the parties, with regard to the subject hereof, and no party shall be liable
or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.


 


[Remainder of page intentionally left blank;
signature pages follow]


 






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IN WITNESS WHEREOF,
this Voting Agreement is hereby executed effective as of the date first set forth above.


 


	 	FS DEVELOPMENT HOLDINGS II, LLC
	 	 
	 	By: 	        
	 	Name: 	 
	 	Title:	 
	 	 
	 	PARDES BIOSCIENCES, INC. (f/k/a FS Development Corp. II)
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	 



 


[Signature Page to Voting Agreement]


 




    


    


    

 


	 	VOTING PARTIES:
	 	 
	 	KHOSLA VENTURES VII, LP
	 	 
	 	By:	       
	 	Its:	General Partner
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title
	 	 
	 	KHOSLA VENTURES SEED D, LP
	 	 
	 	By:	 
	 	Its:	General Partner
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	 
	 	 
	 	FORESITE CAPITAL FUND V, L.P.
	 	 
	 	By:	 
	 	Its:	General Partner
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	 
	 	 
	 	FORESITE CAPITAL OPPORTUNITY FUND V, L.P.
	 	 
	 	By:	 
	 	Its:	General Partner
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	 



 





[Signature Page to Voting Agreement]


 




    


    


    

 





	 	GMF PARDES LLC
	 	 
	 	By: 
	 	Its: 
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	 
	 	 
	 	LOPATIN DESCENDANTS’ TRUST
	 	 
	 	By: 	 
	 	Name: 	Uri A. Lopatin, M.D.
	 	Title: 	Trustee
	 	 
	 	By: 	 
	 	Name: 	Katherine Lopatin
	 	Title: 	Trustee
	 	 
	 	 
	 	Uri A. Lopatin, M.D.
	 	 
	 	 
	 	Lee D. Arnold, Ph.D.
	 	 
	 	 
	 	Brian Kearney, PharmD
	 	 
	 	 
	 	Heidi Henson
	 	 
	 	 
	 	Elizabeth Lacy 


 


[Signature Page to Voting Agreement]