Exhibit 24
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Elizabeth H. Lacy,
Heidi Henson and Jackie Tran, or either of them acting singly and with full
power of substitution, the undersigned's true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director or both of Pardes
Biosciences, Inc., a Delaware corporation (the "Company"), from time to time,
the following U.S. Securities and Exchange Commission ("SEC") forms: (a) Form
ID, including any attached documents (such as an Update Passphrase
Authentication), to effect the assignment of codes to the undersigned to be
used in the transmission of information to the SEC using the EDGAR System; (b)
Form 3, Initial Statement of Beneficial Ownership of Securities, including any
attached documents; (c) Form 4, Statement of Changes in Beneficial Ownership of
Securities, including any attached documents; (d) Form 5, Annual Statement of
Beneficial Ownership of Securities , including any attached documents; and (e)
any amendments to the Forms referenced in clauses (a), (b), (c) or (d) and in
each case in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules thereunder, including any
attached documents;
2. execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director or both of the Company,
from time to time, Schedule 13D and 13G and any amendments thereto in
accordance with Section 13(d) and 13(g) of the Exchange Act;
3. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, Schedule 13D or 13G or any amendment(s) thereto, and
timely file such form with the SEC and any securities exchange, national
association or similar authority, including without limitation the filing of a
Form ID or any other documents necessary or appropriate to enable the
undersigned to file the Forms 3, 4, 5, Schedule 13D and 13G electronically with
the SEC;
4. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to each of the undersigned's attorneys-in-fact appointed
by this Limited Power of Attorney and approves and ratifies any such release of
information; and
5. take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by or for, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Limited Power of Attorney shall be in such
form and shall contain such information and disclosure as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever required, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Limited Power of Attorney and
the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request and on the behalf of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 or Regulation 13D-G of the Exchange Act. The
undersigned hereby agrees to indemnify the attorneys-in-fact and the Company
from and against any demand, damage, loss, cost or expense arising from any
false or misleading information provided by the undersigned to the attorneys-
in-fact.
This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file such forms with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing attorneys-in-fact.
This Limited Power of Attorney supersedes any prior power of attorney
in connection with the undersigned's capacity as an officer and/or director of
the Company. This Limited Power of Attorney shall expire as to any individual
attorney-in-fact if such attorney-in-fact ceases to be an employee of, or legal
counsel to, the Company.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney
as of this 1st day of March, 2022.
Signed and acknowledged:
/s/ Thomas G. Wiggans
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Signature
Thomas G. Wiggans
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Printed Name
