Exhibit 10.2


 


Execution Version


 


INVESTMENT MANAGEMENT
TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of April 6, 2021, by and between Panacea Acquisition
Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-254056 (the “Registration Statement”) for the initial
public offering of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”
and such initial public offering hereinafter referred to as the “Offering”), has been declared effective as
of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC, as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named therein;
and


 


WHEREAS, as described in the
Registration Statement, $150,000,000 of the gross proceeds of the Offering and sale of the Private Placement Shares (as defined in the
Underwriting Agreement) (or $172,500,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the
Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Ordinary Shares issued in the Offering as hereinafter provided (the amount to be
delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to, in the aggregate, 3.5% of the gross proceeds of the Offering, including any proceeds from
the full or partial exercise of the Underwriters’ over-allotment option, is attributable to deferred underwriting discounts and
commissions that will be payable by the Company to the Underwriters upon and concurrently with the consummation of the initial Business
Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
located in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
$100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 






     


     


    

 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no
interest while account funds are uninvested awaiting the Company’s instructions hereunder; while on deposit, the Trustee may earn
bank credits or other consideration;


 


(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit
of the Company’s financial statements by the Company’s auditors;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly following (x) receipt of, and only in accordance with the terms of, a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary
or other authorized officer of the Company (an “Authorized Representative”), and complete the liquidation of
the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable,
and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination
Letter and other documents referred to therein, or (y) upon the date which is the later of (1) 24 months from the closing of
the Offering (or 27 months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or
definitive agreement for an initial Business Combination within 24 months from the closing of the Offering but has not completed the initial
Business Combination within such 24-month period) and (2) such later date as may be approved by the Company’s shareholders
in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been
received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set
forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest
shall be net of any taxes payable, and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses)
shall be distributed to the Public Shareholders of record as of such date;


 






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(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute on behalf of
the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as
a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the
Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing
authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation,
the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution
so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided, further, however,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a
copy of the franchise tax bill for the Company and a written statement from the principal financial officer of the Company setting forth
the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall
not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that
the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to or on behalf of the
Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection
with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A)
to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination
or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set
forth therein or (B) with respect to any other provision relating to the Company’s shareholders’ rights or pre-initial Business
Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled
to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by an Authorized Representative of the Company. In addition, except with
respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall
be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes
to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm
such instructions in writing;


 






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(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented out-of-pocket
expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the
Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have
the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the
Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company
may participate in such action with its own counsel;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j)
hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of
the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section
2(c) and as may be provided in Section 2(b) hereof;


 


(d) In
connection with any vote of the Company’s shareholders regarding any merger, share exchange, asset acquisition, share purchase,
reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


 


(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to
any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and


 


(g) Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit
A that the Deferred Discount be paid directly to the account or accounts directed by the Representative.


 






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3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party
except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund
any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any written direction, order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s
counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good
faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be
bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the
Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify
the accuracy of the information contained in the Registration Statement;


 


(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise
and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j)
or 1(k) hereof.


 






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4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination.
This Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement
(whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace
the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90)
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever;


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
terminate except with respect to Section 2(b); or


 


(c) If
the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee
from the Company or EcoR1 Panacea Holdings II, LLC, as applicable, shall be returned promptly following the receipt by the Trustee of
written instructions from the Company.


 


6. Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting
from any error in the information or transmission of the funds.


 






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(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i), 1(j) or 1(k) (which sections may not be modified, amended or deleted without the affirmative vote of
sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, and Class F
ordinary shares, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment will affect
any Public Shareholder who has otherwise validly indicated his, her or its election to redeem his, her or its Ordinary Shares in connection
with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified
(other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


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


 


if to the Trustee, to:


 


Continental Stock Transfer
& Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf &
Celeste Gonzalez


Email: fwolf@continentalstock.com;


cgonzalez@continentalstock.com


 


if to the Company, to:


 


Panacea Acquisition
Corp. II


357 Tehama Street, Floor
3


San Francisco, CA 94103


 


in each case, with copies
to:


 


EcoR1 Panacea Holdings
II, LLC


357 Tehama Street, Floor
3


San Francisco, CA 94103


 


and


 






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Skadden, Arps, Slate,
Meagher & Flom LLP


500 University Ave.,
14th Floor


Palo Alto, CA 94301


Attn: Gregg A. Noel,
Michael J. Mies


 


and


 


Cowen and Company, LLC


599 Lexington Avenue


New York, NY 10022


Attn: Head of Equity
Capital Markets, with a copy to the General Counsel Investment Banking


 


and


 


Greenberg Traurig, LLP


1750 Tysons Boulevard,
Suite 1000


McLean, VA 22102


Attn: Jason T. Simon, Esq.


 


(f) This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


 


(h) This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(i) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(j) Each
of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 


(k) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Panacea Acquisition Corp. II
	 	 
	 	By:	/s/ Scott Perlen
	 	 	Name: 	Scott Perlen
	 	 	Title:	Chief Financial Officer



 


	 	TRUSTEE:
	 	 
	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name:	Francis Wolf
	 	 	Title:	Vice President



 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	 	 	 	 	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer.	 	$3,500.00
	 	 	 	 	 
	Annual fee	 	First year fee payable at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	 	$10,000.00
	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	 	$250.00
	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	Prevailing rates


 




     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste
Gonzalez


 


		Re:	Trust Account – Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Panacea Acquisition Corp. II (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of April 6, 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date].
The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree)
of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
into the above-referenced trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of
the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct
on the Consummation Date (including as directed to it by the Representative with respect to the Deferred Discount). It is acknowledged
and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither
the Company nor the Representative will earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially,
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer or Chief Financial Officer of the Company,
which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint
written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account,
including amounts owed to Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of
the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without
penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in
the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 






     


     


    

 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 	 
	 	Panacea Acquisition Corp. II
	 	 	 
	 	By:	  
	 	 	Name:
	 	 	Title:


 


cc: Cowen and Company, LLC


 




     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste
Gonzalez


 


		Re:	Trust Account – Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Panacea Acquisition Corp. II (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of April 6, 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles of association,
as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected
_______________ as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share
of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and
restated memorandum and articles of association of the Company. Upon the distribution of all the funds, your obligations under the Trust
Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 	 
	 	Panacea Acquisition Corp. II
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


cc: Cowen and Company, LLC


 




     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste
Gonzalez


 


		Re:	Trust Account – Tax Payment Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Panacea Acquisition Corp. II (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of April 6, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date
hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION
INFORMATION]


 


	 	Very truly yours,
	 	 	 
	 	Panacea Acquisition Corp. II
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


cc: Cowen and Company, LLC


 




     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste
Gonzalez


 


		Re:	Trust Account – Shareholder Redemption Withdrawal
Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Panacea Acquisition Corp. II (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of April 6, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $___________ of the principal
and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The funds as described above
are needed to pay the Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection
with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A)
to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination
or to redeem 100% of the Company’s public Ordinary Shares if the Company does not complete its initial Business Combination within
the time period set forth therein or (B) with respect to any other provision relating to the Company’s shareholders’ rights
or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.


 


	 	Very truly yours,
	 	 
	 	Panacea Acquisition Corp. II
	 	 
	 	By:	
	 	 	Name:
	 	 	Title: 



 


cc: Cowen and Company, LLC