Exhibit 10.1


 


EXECUTION VERSION


 


SPONSOR LETTER AGREEMENT


 


This SPONSOR LETTER
AGREEMENT (this “Agreement”), dated as of March 14, 2021, is made by and among Therapeutics Acquisition Holdings
LLC, a Delaware limited liability company (the “Sponsor”), the other holders of RACA Class B Common Stock set
forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively,
the “Class B Holders”), Therapeutics Acquisition Corp. (d/b/a Research Alliance Corp.), a Delaware corporation
(“RACA”), and Point Biopharma Inc., a Delaware corporation (the “Company”). The Sponsor,
the Other Class B Holders, RACA and the Company shall be referred to herein from time to time collectively as the “Parties”.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination
Agreement (as defined below).


 


WHEREAS, RACA, the
Company and certain other Persons party thereto entered into that certain Business Combination Agreement, dated as of the date
hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business
Combination Agreement”); and


 


WHEREAS, the Business
Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business
Combination Agreement by the parties thereto, pursuant to which, among other things, (a) the Class B Holders will vote in favor
of approval of the Business Combination Agreement and the transactions contemplated thereby and (b) the Class B Holders will agree
to waive any adjustment to the conversion ratio set forth in the Governing Documents of RACA or any other anti-dilution or similar
protection with respect to all of the RACA Class B Shares related to the transactions contemplated by the Business Combination
Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 


1.                  
Agreement to Vote. Each Class B Holder hereby agrees to vote at any meeting of the shareholders of RACA, and in any
action by written resolution of the shareholders of RACA, all of such Class B Holder’s RACA Class B Shares (together with
any other Equity Securities of RACA that such Class B Holder holds of record or beneficially, as of the date of this Agreement,
or acquires record or beneficial ownership after the date hereof, collectively, the “Subject RACA Equity Securities”)
in favor of the Transaction Proposals.


 


2.                  
Waiver of Anti-dilution Protection. Each Class B Holder hereby (a) waives, subject to, and conditioned upon, the
occurrence of the Closing (for himself, herself or itself and for his, her or its, successors, heirs and assigns), to the fullest
extent permitted by law and the Amended and Restated Certificate of Incorporation of RACA, and (b) agrees not to assert or perfect,
any rights to adjustment or other anti-dilution protections with respect to the rate that the RACA Class B Shares held by him,
her or it convert into RACA Class A Shares in connection with the transactions contemplated by the Business Combination Agreement.






     


     


    

 


3.                  
Transfer of Shares.


 


a.                  
Each Class B Holder hereby agrees that he, she or it shall not, directly or indirectly, (i) sell, assign, transfer (including
by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of his, her or its Subject RACA Equity Securities
or otherwise agree to do any of the foregoing (each, a “Transfer”), (ii) deposit any of his, her or its Subject
RACA Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney
with respect to any of his, her or its Subject RACA Equity Securities that conflicts with any of the covenants or agreements set
forth in this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct
or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of his, her
or its Subject RACA Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or which would (either
alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions
precedent)), lead to or result in a sale or disposition of his, her or its Subject RACA Equity Securities even if such Subject
RACA Equity Securities would be disposed of by a person other than such Class B Holder or (v) take any action that would have
the effect of preventing or materially delaying the performance of his, her or its obligations hereunder; provided, however,
that the foregoing shall not apply to any Transfer (A) to RACA’s officers or directors, any affiliates or family member
of any of RACA’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the
Sponsor, or any employees of such affiliates; (B) in the case of an individual, by gift to a member of one of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate
of such person or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by
private sales or transfers made in connection with the transactions contemplated by the Business Combination Agreement; and (F)
by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; provided, that
any transferee of any Transfer of the type set forth in clauses (A) through (F) must enter into a written agreement in form and
substance reasonably satisfactory to the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer.


 


b.                  
In furtherance of the foregoing, RACA hereby agrees to (i) place a revocable stop order on all Subject RACA Equity Securities
subject to Section 3(a), including those which may be covered by a registration statement, and (ii) notify RACA’s
transfer agent in writing of such stop order and the restrictions on such Subject RACA Equity Securities under Section 3(a)
and direct RACA’s transfer agent not to process any attempts by the Class B Holder to Transfer any Subject RACA Equity Securities
except in compliance with Section 3(a); for the avoidance of doubt, the obligations of RACA under this Section 3(b)
shall be deemed to be satisfied by the existence of any similar stop order and restrictions currently existing on the Subject RACA
Equity Securities.


 


4.                  
Other Covenants. Each Class B Holder hereby agrees to be bound by and subject to (i) Sections 5.3(a) (Confidentiality)
and 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the parties
to the Business Combination Agreement, as if such Class B Holder is directly a party thereto, and (ii) Section 5.7(b) (Exclusive
Dealing) of the Business Combination Agreement to the same extent as such provisions apply to RACA as if such Class B Holder is
directly party thereto.


 


5.                  
Termination of RACA Class B Shares Lock-up Period. Each Class B Holder and RACA hereby agree that effective as of
the consummation of the Closing (and not before), Section 7 of that certain Letter Agreement, dated July 7, 2020, by and among
RACA, the Class B Holders and certain other parties thereto (the “Class B Holder Agreement”), shall be amended
and restated in its entirety as follows:


 


“7.Reserved.”


 


The amendment and restatement
set forth in this Section 7 shall be void and of no force and effect with respect to the Class B Holder Agreement if the
Business Combination Agreement shall be terminated for any reason in accordance with its terms.


 






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6.                   Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio
upon the earlier of (a) the Effective Time; and (b) the termination of the Business Combination Agreement in accordance with
its terms. Notwithstanding the foregoing or anything to the contrary in this Agreement, the termination of this Agreement
pursuant to Section 6(b) shall not affect any Liability on the part of any Party for a Willful Breach of any covenant or
agreement set forth in this Agreement prior to such termination or Fraud. Upon termination of this Agreement as provided in
the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with
respect to, this Agreement.


 


7.                  
No Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by
any party(ies) thereto against any other party(ies) thereto, each Party agrees that (a) this Agreement may only be enforced against,
and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether
in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the
transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any RACA Non-Party Affiliate (other
than the Class B Holders named as parties hereto, on the terms and subject to the conditions set forth herein), and (b) none of
the Company Non-Party Affiliates or the RACA Non-Party Affiliates (other than the Class B Holders named as parties hereto, on the
terms and subject to the conditions set forth herein) shall have any Liability arising out of or relating to this Agreement, the
negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether
in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged
to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions
with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or
the transactions contemplated hereby.


 


8.                  
Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) each Class B Holder makes no agreement
or understanding herein in any capacity other than in such Class B Holder’s capacity as a record holder and beneficial owner
of the Subject RACA Equity Securities, and not, in the case of each Other Class B Holder in such Other Class B Holder’s capacity
as a director, officer or employee of any RACA Party, and (b) nothing herein will be construed to limit or affect any action or
inaction by each Other Class B Holder or any representative of the Sponsor serving as a member of the board of directors (or other
similar governing body) of any RACA Party or as an officer, employee or fiduciary of any RACA Party, in each case, acting in such
person’s capacity as a director, officer, employee or fiduciary of such RACA Party.


 


9.                  
No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors
and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective
successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing
in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.


 


10.              
Incorporation by Reference. Sections 8.1 (Non-Survival), 8.2 (Entire Agreement; Assignment). 8.3 (Amendment), 8.5
(Governing Law), 8.7 (Construction; Interpretation), 8.10 (Severability), 8.11 (Counterparts; Electronic Signatures), 8.15 (Waiver
of Jury Trial), 8.16 (Submission to Jurisdiction) and 8.17 (Remedies) of the Business Combination Agreement are incorporated herein
and shall apply to this Agreement mutatis mutandis.


 


[signature page follows]


 






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IN WITNESS WHEREOF, each of the Parties
has caused this Agreement to be duly executed on its behalf as of the day and year first above written.


 


	 	Therapeutics Acquisition Holdings LLC
	 	 
	 	 
	 	By:   	/s/ Matthew Hammond
	 	 	Name:	Matthew Hammond
	 	 	Title:	Manager
	 	 
	 	Therapeutics Acquisition Corp. 
	 	 
	 	 
	 	 
	 	By: 	/s/ Matthew Hammond
	 	 	Name: 	Matthew Hammond
	 	 	Title:   	Chief Financial Officer
	 	 
	 	Point Biopharma Inc.
	 	 
	 	 
	 	By:	 /s/ Allan Silber
	 	 	Name:	Allan Silber
	 	 	Title:	Executive Chairman



 


[Signature Page to Sponsor
Letter Agreement]


 






     


     


    

 





	 	OTHER CLASS B HOLDERS:
	 	 
	 	 
	 	 	/s/ Michael Gray
	 	 	Michael Gray
	 	 
	 	 
	 	 	/s/ David Lubner
	 	 	David Lubner
	 	 
	 	 
	 	 	/s/ Dan Grau
	 	 	Dan Grau



 


[Signature Page to Sponsor
Letter Agreement]


 






     


     


    

 


SCHEDULE I


 


Other Class B Holders


		1.	Daniel S. Grau



		2.	David C. Lubner 



		3.	Michael P. Gray