Exhibit 10.1


 


November 19, 2019


Amplitude Healthcare Acquisition Corporation


1177 Avenue of the Americas, Floor 40


New York, NY 10036


 


Re: Initial Public Offering


 


Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and among Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Company”),
BMO Capital Markets Corp. and SVB Leerink LLC, as the underwriters (each, an “Underwriter” and collectively,
the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),
of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments,
if any) (the “Units”), each comprised of one share of the Company’s Class A common stock,
par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole
Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price
of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement
on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) and the Units have been approved to be listed on the Nasdaq Capital Market.
Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Amplitude Healthcare Holdings LLC (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team
(each, an “Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:


 


1.  The Sponsor and each Insider agrees
that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business
Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval.
If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it, he
or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 


2.  The Sponsor and each Insider hereby
agrees that in the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Public
Offering or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated
certificate of incorporation, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business
days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the
Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders
of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under
Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agree not
to propose any amendment to the Company’s amended and restated certificate of incorporation that would modify (i) the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within 24 months from the closing of the Public Offering or (ii) the other provisions relating to stockholders’ rights or
pre-initial business combination activities, unless the Company provides its Public Stockholders with the opportunity to redeem
their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest (which interest shall be net of amounts released for payment of taxes)
divided by the number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive its redemption rights with
respect to shares of Capital Stock owned by it in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem
100% of the Offering Shares if the Company does not complete a Business Combination within 24 months from the closing of the Public
Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity.


 






     


     


    

 


Each of the Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The
Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any
redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation,
any such rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender
offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails
to consummate a Business Combination within 24 months from the date of the closing of the Public Offering).


 


3.  During the period commencing on
the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Underwriters, (i)  offer, sell, pledge, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or
dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition),
directly or indirectly, including the filing (or participation in the filing) with the Securities Exchange Commission of a registration
statement under the Securities Act of 1933, as amended (the “Securities Act”) to register, any units, warrants, shares
of common stock or any other securities convertible into, or exercisable, or exchangeable for, shares of common stock of which
such officer, director or holder is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under
the Exchange Act), (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part,
directly or indirectly, any of the economic benefits or risks of ownership of such units, warrants, shares of common stock or any
other securities convertible into, or exercisable, or exchangeable for, shares of common stock, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of any of the foregoing securities, in cash or otherwise, or (iii) publicly
announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges
and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph
7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two
business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business
days after the publication date of such press release. The Company, the Sponsor and each Insider agree to enter into a lock-up
agreement in the form attached hereto as Exhibit A with the Underwriters.


 


4.  In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, 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) to which the Company may become subject
as a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered
or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of
intent, confidentiality or other similar agreement for a Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary
to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants)
or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per
share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to
reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount
of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third
party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any
claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be
responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against any
such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


  






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5.  To the extent that the Underwriters
do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units within 45 days from the date of the
Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares
in the aggregate equal to the product of 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000 minus the
number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 1,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the
Underwriters so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares
of Capital Stock after the Public Offering.


 


6.  (a)  Each Insider who is an
officer of the Company hereby agrees not become an officer or director of, any other blank check company with a class of securities
registered under the Securities Exchange Act of 1934, as amended, unless the Company has failed to complete a Business Combination
within 24 months after the closing of the Public Offering. Such restriction does not preclude any position as an officer or director
of another blank check company held on the date hereof. For the avoidance of doubt, each Insider who is an officer of the Company
are allowed to become an officer or director of another blank check company upon the Company entering into a definitive agreement
with respect to a Business Combination.


 


(b)  The Sponsor and each Insider hereby
agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by
such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b), and 9 of this Letter
Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall
be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of
such breach.


 


7.  (a)  The Sponsor and each
Insider agrees that it or he shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof)
until the earlier of (A) 180 days after the completion of the Company’s initial Business Combination or (B) subsequent to
the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock
exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right
to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b)  The Sponsor and each Insider agrees
that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued or issuable upon the exercise
of the Private Placement Warrants) until 30 days after the completion of a Business Combination (the “Private Placement
Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)  Notwithstanding the provisions
set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common Stock
issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by
the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any affiliates of the Sponsor, any members of our Sponsor, or any of its affiliates, officers, directors, direct and indirect equityholders;
(b) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary
of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in
the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers
made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities
were originally purchased; (f) transfers in the event of the Company’s liquidation prior to the completion of an initial
Business Combination; and (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability
company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (a) through (e) or (g),
these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.


 






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8.  Each of the Sponsor and the Insiders
represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s
biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate
in all respects and does not omit any material information with respect to the Insider’s background. The Sponsor and each
Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order
or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any
financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it,
he or she is not currently a defendant in any such criminal proceeding. The Company represents and warrants that, to its knowledge,
(i) none of its advisors has been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked, (ii) each advisor’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to such advisor’s background and each advisor’s questionnaire
furnished to the Company is true and accurate in all respects, (iii) none of its advisors is subject to or a respondent in any
legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction; and (iii) none of its advisors has been convicted of, or pleaded guilty
to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of another person, or (z) pertaining
to any dealings in any securities and none of its advisors is currently a defendant in any such criminal proceeding.


 


9.  (a) Except as disclosed in the
Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent to the consummation
of the Public Offering (which will be disclosed in the Company’s other filings with the Securities and Exchange Commission),
neither the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any affiliate
thereof shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment
of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of
the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following,
none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination:
repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; reimbursement for any out-of-pocket
expenses related to identifying, investigating and consummating an initial Business Combination; and repayment of loans, if any,
and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s officers
or directors to finance transaction costs in connection with an intended initial Business Combination, provided, that,
if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account
may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such
warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


(b) Commencing on the
effective date of the Prospectus for the Offering and continuing until the earlier of (i) the consummation by the Company of a
Business Combination or (ii) the Company’s liquidation as described in the Prospectus, the Sponsor shall make available to
the Company, at no charge, certain office space and administrative and support services as may be required by the Company from
time to time, situated at 1177 Avenue of the Americas, Floor 40, New York, NY 10036 (or any successor locations). 


 


10.  Each of the Sponsor and each Insider
has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to
serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus
as an officer and/or a director of the Company.


 






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11.  As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall
mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the
2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (up to 375,000
Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full
by the Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and any other holder of
Founder Shares immediately prior to the Public Offering; (v) “Private Placement Warrants” shall
mean the warrants to purchase up to 4,000,000 shares of Common Stock of the Company (or 4,300,000 shares of Common Stock if the
over-allotment option is exercised in full) that the Sponsor have agreed to purchase for an aggregate purchase price of $4,000,000
in the aggregate (or $4,300,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall
mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants
shall be deposited; (viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell,
contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose
of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).


 


12. This Letter Agreement constitutes the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. 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 parties.
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 Sponsor and each Insider and their
respective successors, heirs and assigns and permitted transferees.


 


14. Nothing in this Letter Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15. This Letter Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


16. This Letter Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17. This Letter 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. The parties hereto (i) all agree that any
action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction
and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.


 


18. 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.


 


19.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by March 31, 2020; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 






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	 	Sincerely,
	 	 
	 	AMPLITUDE HEALTHCARE HOLDINGS LLC
	 	 
	 	By: 	/s/ Howard Hoffen
	 	Name:

Title:	
        Howard Hoffen

        Authorized Signatory

	 	 	 
	 	By:	/s/ Howard Hoffen
	 	Name:  	Howard Hoffen
	 	 	 
	 	By:	/s/ Bala Venkataraman
	 	Name:  	Bala Venkataraman
	 	 	 
	 	By:	/s/ Kenneth Clifford
	 	Name:  	Kenneth Clifford
	 	 	 
	 	By:	/s/ Fred Eshelman
	 	Name:  	Fred Eshelman
	 	 	 
	 	By:	/s/ Ernest Mario
	 	Name:  	Ernest Mario
	 	 	 
	 	By:	/s/ Peter Dolan
	 	Name:  	 Peter Dolan
	 	 	 
	 	By:	/s/ Glenn Reicin
	 	Name:  	 Glenn Reicin







 


 


[Signature Page to Letter Agreement]