Exhibit 10.1


 


________, 2020


 


 


LifeSci Acquisition II Corp.


250 W. 55th St., #3401


New York, NY 10019


 


LifeSci Capital LLC


250 W. 55th St., #3401


New York, NY 10019


 


Ladenburg Thalmann & Co. Inc.


277 Park Avenue, 26th Floor


New York, NY 10172


 


Re:       Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter is
being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between LifeSci Acquisition II Corp., a Delaware corporation (the “Company”)
and LifeSci Capital LLC and Ladenburg Thalmann & Co., as representatives (the
 “Representatives”) of the Underwriters named in Schedule A thereto (the
 “Underwriters”), relating to an underwritten initial public offering (the
 “IPO”) of shares of Common Stock of the Company, par value $0.0001 per share (the
 “Common Stock”). Certain capitalized terms used herein are defined in paragraph 14 hereof.


 


In order to induce the
Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit
that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.       If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all shares of Common Stock
beneficially owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)    In the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Company’s
IPO, the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed to the holders
of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 


(b)   The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares,
[and Private Warrants] (and the underlying Common Stock) (“Claim”) and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will
not seek recourse against the Trust Fund for any reason whatsoever. [The undersigned acknowledges and agrees that there will
be no distribution from the Trust Fund with respect to any Common Stock underlying the Private Warrants, all rights of which
will terminate on the Company’s liquidation.]


 






     


     


    

 


[                                      (c)    In
the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any
and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other
expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened,
or any claim whatsoever) which the Company may become subject as a result of any claim by any vendor or other person who is
owed money by the Company for services rendered or products sold or contracted for, but only to the extent necessary to
ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Fund; provided,
that such indemnity shall not apply if such vendor or other person has executed an agreement waiving any claims against the
Trust Fund. ] 1


 


[                                      (d)   In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are
insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such
liquidation and agrees not to seek repayment for such expenses.] 
2


 


3.       The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent acceptable to the Company.


 


[4.      The undersigned agrees that
until the Company consummates a Business Combination, the undersigned’s Private Warrants will be subject to the transfer
restrictions described in the Subscription Agreement relating to the undersigned’s Private Warrants.] 3


 


5.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


6.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is
affiliated with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or
otherwise affiliated with, or has received financial investment from, an entity with which any Insider or their affiliates is
affiliated, such transaction must be approved by a majority of the Company’s disinterested independent directors and
the Company must obtain an opinion from an independent investment banking firm that such Business Combination is fair to the
Company’s unaffiliated shareholders from a financial point of view.


 





 






1 Only for
LifeSci Holdings LLC


2 Only for
LifeSci Holdings LLC


3 Only for
LifeSci Holdings LLC


 






     


     


    

 


7.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation
of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned shall be entitled
to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating and consummating
a Business Combination.


 


8.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


9.       [The
undersigned agrees to be the [·] of the Company until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information previously
furnished to the Company and the Representatives is true and accurate in all material respects, does not omit any material information
with respect to the undersigned’s biography and contains all of the information required to be disclosed pursuant to Item
401 of Regulation S-K, promulgated under the Securities Act of 1933.] 4 The undersigned’s FINRA Questionnaire
and Director and Officer Questionnaire previously furnished to the Company and the Representatives is true and accurate in all material
respects. The undersigned represents and warrants that, except as disclosed in the undersigned’s Director and Officer Questionnaire:


 


		(a)	he/she/it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i)
him/her/it or any partnership in which he/she/it was a general partner at or within two years before the time of filing; or (ii)
any corporation or business association of which he/she/it was an executive officer at or within two years before the time of such
filing;



 


		(b)	he/she/it has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property,
or any such partnership;



 


		(c)	he/she/it has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he/she/it/ has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding
traffic violations and minor offenses);



 





 






4 Only for officers and directors


 







     


     


    

 





		(e)	he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her/it from (i) acting as a
futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of
any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing
any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
or state securities or federal commodities laws;



 


		(f)	he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of
any federal or state authority barring, suspending or otherwise limiting for more than 60 days his/her/its right to engage in any
activity described in 9(e)(i) above, or to be associated with persons engaged in any such activity;



 


		(g)	he/she/it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal
or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended
or vacated;



 


		(h)	he/she/it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal
commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or
vacated;



 


		(i)	he/she/it has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree
or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities
or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity;






 






     


     


    

 





		(j)	he/she/it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated,
or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member;



 


		(k)	he/she/it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security;
(ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter,
broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	he/she/it was never subject to a final order of a state securities commission (or an agency of officer of a state performing
like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance
commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or
the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative,
or deceptive conduct;



 


		(m)	he/she/it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time
of such sale, restrained or enjoined him/her/it from engaging or continuing to engage in any conduct or practice: (i) in connection
with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of
the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor
of purchasers of securities;



 


		(n)	he/she/it has never been subject to any order of the SEC that orders him/her/it to cease and desist from committing or causing
a future violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to,
Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the
Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;



 


		(o)	he/she/it has never been named as an underwriter in any registration statement or Regulation A offering statement filed with
the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently,
the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;



 






     


     


    

 





		(p)	he/she/it has never been subject to a United States Postal Service false representation order, or is currently subject to a
temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute
a scheme or device for obtaining money or property through the mail by means of false representations;



 


		(q)	he/she/it is not subject to a final order of a state securities commission (or an agency of officer of a state performing like
functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
(or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National
Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority,
agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association
or credit union activities;



 


		(r)	he/she/it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act
of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers
Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer
or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties
on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any
penny stock; and



 


		(s)	he/she/it has never been suspended or expelled from membership in, or suspended or barred from association with a member of,
a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated
securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of
trade.



 


10.     The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as [·] of the Company.


 


11.     The
undersigned hereby waives his, her or its right to exercise conversion rights with respect to any shares of Common Stock owned
or to be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or
in the aftermarket, and agrees that he, she or it will not seek conversion with respect to or otherwise sell, such shares in connection
with any vote to approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended
and Restated Certificate of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


12.     The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated
Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the
consummation of a Business Combination unless the Company offers holders of IPO Shares the right to receive their pro rata
portion of the funds then held in the Trust Fund.


 






     


     


    

 


13.     In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would
result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 


14.     As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
 “Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an
Insider prior to the IPO and the shares underlying the Private Warrants; (iv) “IPO Shares” shall mean the shares
of Common Stock issued in the Company’s IPO; (v) “Private Warrants” shall mean the warrants purchased
in the private placement taking place simultaneously with the consummation of the Company’s IPO; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


15.     Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter 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 facsimile transmission.


 


If to the Representatives:


 


LifeSci Acquisition II Corp.


250 W. 55th St., #3401


New York, NY 10019


Attn: Andrew McDonald


Facsimile: [__]


 


and


 


Ladenburg Thalmann & Co. Inc.


277 Park Avenue, 26th Floor


New York NY 10172


Attn: Steven Kaplan


Email: Skaplan@ladenburg.com


 


Copy (which copy shall not constitute
notice) to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas





New York, NY 10105


Attn: Stuart Neuhauser, Esq.


Facsimile: (212) 370-7889


 






     


     


    

 


If to the Company:


 


LifeSci Acquisition II Corp.


250 W. 55th St., #3401


New York, NY 10019


Attn: Andrew McDonald


Facsimile:


 


Copy (which copy shall not constitute
notice) to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


Facsimile: (212) 504-3013


 


16.     No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the
parties hereto and any successors and assigns thereof.


 


17.     The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and
warranties set forth herein in proceeding with the IPO.


 


[Signature page to follow]


 






     


     


    

 


	 	 
	 	Print
    Name of Insider
	 	 
	 	 
	 	Signature




 


[Signature page to Insider Letter]