Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made
as of _______, 2020 by and between LifeSci Acquisition II Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-______ (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and


 


WHEREAS, LifeSci
Capital LLC and Ladenburg Thalmann & Co Inc. are acting as the underwriters (the “Underwriters”) in the IPO;
and


 


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $75,000,000
of the gross proceeds of the IPO ($86,250,000 if the over-allotment option is exercised in full) will be delivered to the Trustee
to be deposited and held in a trust account for the benefit of the Company and the holders of the Company’s common stock,
par value $.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds to be delivered
to the Trustee will be 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”); 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.


 


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 a segregated trust
account (“Trust Account”) established by the Trustee at JPMorgan Chase Bank, N.A. in the United States, maintained
by Trustee, 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 instruction of the Company, invest and reinvest the Property (i) in United States government
treasury bills, notes or bonds having a maturity of 183 days or less and/or (ii) in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as
determined by the Company, it being understood that the Trust Account will earn no interest while the account funds are uninvested
awaiting the Company’s instructions hereunder and the Trustee may earn bank credits and other consideration


 






     


     


    

 


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


 


(e)               Notify
the Company and the Underwriters of all communications received by it with respect to any Property requiring action by the
Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s
preparation of its tax returns;


 


(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; and


 


(i)                
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with,
the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary
or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit
A, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination
Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been
received by the Trustee by the 24-month anniversary of the closing of the IPO (“Closing”) (“Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B hereto and distributed to the Public Shareholders as of the Last Date.


 


2.                 
Limited Distributions of Income from Trust Account.


 


(a)              
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, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account
requested by the Company to cover any income or other tax obligation owed by the Company as a result of such interest income.


 


(b)              
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property.
Except as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance
with Section 1(i) hereof.


 


(c)               The
Company shall provide the Underwriters with a copy of any Termination Letters and/or any other correspondence that it issues
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.                 
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 the Company’s Chairman of the Board,
Chief Executive Officer, President or Chief Financial Officer. In addition, except with respect to its duties under paragraphs
1(i) and 2(a) above, 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 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;


 


(b)              
Subject to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee
from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any claim, potential claim, 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 income earned from investment of the Property, except for expenses and losses resulting from
the Trustee’s gross negligence 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
paragraph, 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 consent shall not
be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)              
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made
pursuant to Section 2(a) as set forth on Schedule A hereto, 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 except for disbursements made to the Company
pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination. The Company shall pay the Trustee
the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective
Date. Except as set forth in this Section 3(c) and Section 3(b) hereof, the Company shall not be responsible for any other fees
or charges of the Trustee.


 


(d)              
In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the
Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder
votes verifying the vote of the Company’s shareholders regarding such Business Combination; and


 


(e)              
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section
1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this
Agreement.


 


4.                 
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 






     


     


    

 


(a)              
 Take any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee
shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b)              
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;


 


(c)              
Change the investment of any Property, other than in compliance with paragraph 1(c);


 


(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 exercise of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee), 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 is believed by the Trustee, in good faith, 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 correctness of the information set forth in the Registration Statement or to confirm or assure that any
acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)              
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust
Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating
to the income earned on the Property;


 


(i)                
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to
pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released
to it under Section 2(a) hereof);


 






     


     


    

 


(j)                
 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; and


 


(k)              
Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i) or
2(a) above.


 


5.                 
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 3(b) or Section 3(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.


 


6.                 
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 during which time the Trustee shall act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of 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 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; or


 


(b)              
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions
of paragraph 1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Paragraph 3(b).


 


7.                 
Miscellaneous.


 


(a)              
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below
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 information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee will 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.
The Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission
of the wire.


 






     


     


    

 


(b)              
 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
It may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(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) (which may only be amended with the approval of the holders of a majority of the outstanding
shares of Common Stock sold in the IPO), this Agreement or any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the
prior written consent of the Underwriters. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each
party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed
amendment.


 


(d)              
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New
York, Borough of Manhattan, for purposes of resolving any disputes hereunder.


 


(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 facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


LifeSci Acquisition II Corp.

250 W. 55th St., #3401

New York, NY 10019

Attn: Andrew McDonald


 


in either case with a copy (which copy shall not constitute
notice) to:


 


LifeSci Capital LLC

250 W. 55th St., #3401

New York, NY 10019

Attn: David Dobkin

Facsimile:[__]


 






     


     


    

 


Ladenburg Thalmann & Co. Inc.


277 Park Avenue, 26th Floor


New York, NY 10172


Attn: Steven Kaplan


Facsimile:[__]


 


and


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso, Esq.

Fax No.: (212) 407-4990


 


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


 


(g)              
Each of the Trustee and the Company 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.


 


(h)              
Each of the Company and the Trustee hereby acknowledge that LifeSci Capital is a third party beneficiary of this
Agreement.


 


[Signature Page Follows]


 






     


     


    

 



 


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


 


	 	CONTINENTAL STOCK TRANSFER
    & TRUST COMPANY, as Trustee
	 	 
	 	By:	 
	 	 	Name: Francis E. Wolf, Jr.
	 	 	Title:   Vice President
	 	 
	 	LIFESCI ACQUISITION II CORP.
	 	 
	 	By:	 
	 	 	Name: Andrew McDonald
	 	 	Title: Chief Executive Officer




 


[Signature Page to Investment Management
Trust Agreement]





 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	Market Rate






 






     


     


    

 


EXHIBIT A


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, N.Y. 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re:          Trust Account No. [_____________]
- Termination Letter


 


Gentlemen:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between LifeSci Acquisition II Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2020 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement with [__________________] (“Target Business”) to consummate
a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company
shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined 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 the Trust Account investments on [__________] and to transfer
the proceeds to the above-referenced account at [•] to the effect that, on the Consummation Date, all of 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. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase Bank,
N.A. awaiting distribution, the Company will not 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 and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which
verifies the vote of the Company’s shareholders in connection with the Business Combination if a vote is held and (b)
joint written instructions from the Company and the Underwriters with respect to the transfer of the funds held in the Trust
Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust
Account immediately upon your receipt of the counsel’s letter 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 of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the
distribution of all the funds in the Trust Account pursuant to the terms hereof, 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 the Trust Agreement on
the business day immediately following the Consummation Date as set forth in the notice.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	LIFESCI ACQUISITION II CORP.
	 	 
	 	By:	 
	 	 	Andrew McDonald, Chief Executive Officer
	 	 
	 	By:	 
	 	 	[•], Secretary




 


		cc:	LifeSci Capital LLC
		 	Ladenburg Thalmann & Co. Inc.






 






     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, N.Y. 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re:          Trust Account No.
[______________] - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between LifeSci Acquisition II Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2020 (“Trust Agreement”), this is
to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating
to its IPO. Capitalized terms used herein and not otherwise defined 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 the Trust Account investments on [______________] and
to transfer the total proceeds to the Trust Checking Account at [•] to await distribution to the Public Shareholders. The
Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Shareholders will
be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company
on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your
separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of
the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the
funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	LIFESCI ACQUISITION II CORP.
	 	 
	 	By:	 
	 	 	Andrew McDonald, Chief Executive Officer
	 	 
	 	By:	 
	 	 	[•], Secretary




 


		cc:	LifeSci Capital LLC
		 	Ladenburg Thalmann & Co. Inc.






 






     


     


    

 


EXHIBIT C


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, N.Y. 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re:          Trust
Account No. [___________] Withdrawal Instructions


 


Gentlemen:


 


Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between LifeSci Acquisition II Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2020 (“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.
The Company needs such funds to pay for its tax obligations as a result of such interest income. 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]


 


	 	LIFESCI ACQUISITION, CORP.
	 	 
	 	By:	 
	 	 	Andrew McDonald, Chief Executive Officer
	 	 
	 	By:	 
	 	 	[•], Secretary




 


		cc:	LifeSci Capital LLC
		 	Ladenburg Thalmann & Co. Inc.