Panacea Acquisition Corp. II - FORM S-1 - EX-4.1 - SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE - March 9, 2021

Attached files

file filename
EX-10.9 - FORM OF FORWARD PURCHASE AGREEMENT, AMONG THE REGISTRANT, ECOR1 PANACEA HOLDINGS - Panacea Acquisition Corp. IIfs12021ex10-9_panaceaacquis2.htm
EX-99.3 - CONSENT OF PRAVEEN TIPIRNENI - Panacea Acquisition Corp. IIfs12021ex99-3_panaceaacquis2.htm
EX-10.2 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, THE REGISTRANT'S OFFICERS AND DIR - Panacea Acquisition Corp. IIfs12021ex10-2_panaceaacquis2.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Panacea Acquisition Corp. IIfs12021ex10-3_panaceaacquis2.htm
S-1 - REGISTRATION STATEMENT - Panacea Acquisition Corp. IIfs12021_panaceaacquisition2.htm
EX-99.4 - CONSENT OF DOUGLAS E. WILLIAMS - Panacea Acquisition Corp. IIfs12021ex99-4_panaceaacquis2.htm
EX-99.2 - CONSENT OF NINA KJELLSON - Panacea Acquisition Corp. IIfs12021ex99-2_panaceaacquis2.htm
EX-99.1 - CONSENT OF DOUGLAS GIORDANO - Panacea Acquisition Corp. IIfs12021ex99-1_panaceaacquis2.htm
EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC - Panacea Acquisition Corp. IIfs12021ex23-1_panaceaacquis2.htm
EX-14 - FORM OF CODE OF ETHICS AND BUSINESS CONDUCT - Panacea Acquisition Corp. IIfs12021ex14_panaceaacquis2.htm
EX-10.8 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT, BETWEEN THE REGISTRANT AND ECOR1 CAPI - Panacea Acquisition Corp. IIfs12021ex10-8_panaceaacquis2.htm
EX-10.7 - FORM OF INDEMNITY AGREEMENT - Panacea Acquisition Corp. IIfs12021ex10-7_panaceaacquis2.htm
EX-10.6 - FORM OF PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND EC - Panacea Acquisition Corp. IIfs12021ex10-6_panaceaacquis2.htm
EX-10.5 - SECURITIES SUBSCRIPTION AGREEMENT, DATED JANUARY 14, 2021, BETWEEN THE REGISTRAN - Panacea Acquisition Corp. IIfs12021ex10-5_panaceaacq2.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, ECOR1 PANACEA HOLDIN - Panacea Acquisition Corp. IIfs12021ex10-4_panaceaacquis2.htm
EX-10.1 - PROMISSORY NOTE, DATED JANUARY 14, 2021 ISSUED TO ECOR1 PANACEA HOLDINGS II, LLC - Panacea Acquisition Corp. IIfs12021ex10-1_panaceaacq2.htm
EX-5.1 - OPINION OF MAPLES AND CALDER - Panacea Acquisition Corp. IIfs12021ex5-1_panaceaacquis2.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Panacea Acquisition Corp. IIfs12021ex3-2_panaceaacquis2.htm
EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - Panacea Acquisition Corp. IIfs12021ex3-1_panaceaacq2.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Panacea Acquisition Corp. IIfs12021ex1-1_panaceaacquis2.htm

Exhibit 4.1

 

NUMBER

  NUMBER
  C
  SHARES
  SEE REVERSE FOR
  CERTAIN
  DEFINITIONS
  CUSIP

 

PANACEA ACQUISITION CORP. II

 

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
CLASS A ORDINARY SHARES

 

This Certifies that  
   
is the owner of  

 

FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S. $0.0001 EACH OF

 

PANACEA ACQUISITION CORP. II
(THE “COMPANY”)

 

transferable on the register of members of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 

The Company will be forced to redeem all of its shares of Class A ordinary shares if it is unable to complete a business combination by                  , 2023 (or                      if the Company has executed a letter of intent, agreement in principle or definitive agreement for a business combination by                    , 2023 but has not completed a business combination by                   , 2023), or by such later date approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, all as more fully described in the Company’s final prospectus dated              , 2021.

 

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

 

Witness the facsimile signatures of its duly authorized officers.

 

Secretary   [Corporate Seal]
Cayman Islands		   Chief Executive Officer
         

 

 

 

 

PANACEA ACQUISITION CORP. II

 

The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s amended and restated memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM — as tenants in common   UNIF GIFT MIN ACT —

______ Custodian ______

(Cust)                    (Minor)

 

Under Uniform Gifts to Minors Act _____________
                         (State)

 

TEN ENT — as tenants by the entireties      
JT TEN — as joint tenants with right of survivorship and not as tenants in common      

 

Additional abbreviations may also be used though not in the above list.

 

For value received, _______________hereby sell(s), assign(s) and transfer(s) unto

 

 
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
 
 
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
 
 
 
 
 
 
 
 
Shares represented by the within Certificate, and do(es) hereby irrevocably constitutes and appoints
 
 
Attorney to transfer the said shares on the register of members of the within named Company with full power of substitution in the premises.

 

Dated:

 

 

 

 

 

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 

Signature(s) Guaranteed:  
By  

 

 

 

 

 

 

 

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

 

 

 

 

In each case, as more fully described in the Company’s final prospectus dated               , 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the Class A ordinary shares sold in its initial public offering and liquidates because it does not consummate an initial business combination by               , 2023 (or                if the Company has executed a letter of intent, agreement in principle or definitive agreement for a business combination by                , 2023 but has not completed a business combination by                , 2023), or by such later date approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, (ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection with a shareholder vote to amend 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 redemption in connection with the Company’s initial business combination or to redeem 100% of the Class A ordinary shares if it does not complete its initial business combination by                , 2023 (or                if the Company has executed a letter of intent, agreement in principle or definitive agreement for a business combination by                , 2023 but has not completed a business combination by                , 2023), or by such later date approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, or (B) with respect to any other provision relating to the holder(s) rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective Class A ordinary shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.