FS Development Corp. II S-1

REGISTRATION STATEMENT

FORM OF UNDERWRITING AGREEMENT

CERTIFICATE OF INCORPORATION

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

BYLAWS

SPECIMEN CLASS A COMMON STOCK CERTIFICATE

OPINION OF WHITE & CASE LLP

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, FS DEVELOPMENT HOLDINGS II, LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, FS DEVELOPMENT HOLDINGS II, LLC AND THE HOLDERS SIGNATORY THERETO

FORM OF PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND FS DEVELOPMENT HOLDINGS II, LLC

FORM OF INDEMNITY AGREEMENT

PROMISSORY NOTE ISSUED TO FS DEVELOPMENT HOLDINGS II, LLC

FIRST AMENDMENT TO PROMISSORY NOTE ISSUED TO FS DEVELOPMENT HOLDINGS II, LLC

SECURITIES SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND FS DEVELOPMENT HOLDINGS II, LLC

FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND FS DEVELOPMENT HOLDINGS II, LLC

FORM OF CODE OF ETHICS

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FORM OF AUDIT COMMITTEE CHARTER

FORM OF COMPENSATION COMMITTEE CHARTER

FORM OF NOMINATING & CORPORATE GOVERNANCE COMMITTEE CHARTER

CONSENT OF DANIEL DUBIN

CONSENT OF OWEN HUGHES

CONSENT OF DEEPA PAKIANATHAN

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