Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT, dated as of November 19, 2019 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Amplitude Healthcare Acquisition Corporation, a Delaware corporation (the “Company”),
and Amplitude Healthcare Holdings LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends
to consummate a public offering of the Company’s units (the “Public Offering”), each unit consisting of
one share of the Company’s Class A common stock, par value $0.0001 per share (a “Share”), and one-half
of one redeemable warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth
in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”);
and


 


WHEREAS, the Purchaser has
agreed to purchase from the Company an aggregate of 4,000,000 warrants (the “Firm Sponsor Warrants”)(or up to
4,300,000 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the “Additional
Sponsor Warrants” and, together with the Firm Sponsor Warrants, ”the “Sponsor Warrants”), each
Sponsor Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and
Sale; Terms of the Sponsor Warrants.


 


A. Authorization of
the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


B. Purchase and Sale
of the Sponsor Warrants.


 


(i) As payment in full for
the 4,000,000 Firm Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $4,000,000 (the “Purchase
Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the
Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company,
maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date
of effectiveness of the Registration Statement.


 


(ii) In the event that the
over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 300,000 Additional Sponsor
Warrants, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase
of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least
one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional
Sponsor Warrant, up to an aggregate amount of $300,000, by wire transfer of immediately available funds or by such other method
as may be reasonably acceptable to the Company, to the Trust Account.


 


(iii) The closing of the purchase
and sale of the Firm Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial
Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place
simultaneously with the closing of all or any portion of the over-allotment option exercise (such closing date, together with the
Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the
purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of EG&S,
1345 Avenue of the Americas, New York, New York, 10105, or such other place as may be agreed upon by the parties hereto. 


 






     


     


    

 


C. Terms of the Sponsor
Warrants.


 


(i) The Sponsor Warrants shall
have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the
Public Offering (a “Warrant Agreement”). 


 


(ii) At or prior to the time
of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to
the Sponsor Warrants and the Shares underlying the Sponsor Warrants.


 


Section 2. Representations and Warranties
of the Company.  As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Warrants,
the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Dates)
that:


 


A. Organization and
Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State
of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected
to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Registration
Rights Agreement and the Warrant Agreement.


 


B. Authorization; No
Breach.


 


(i) The execution, delivery
and performance of this Agreement, the Registration Rights Agreement, the Warrant Agreement and the Sponsor Warrants have been
duly authorized by the Company as of the Closing Dates. Each of this Agreement, the Registration Rights Agreement and the Warrant
Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in
accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates, as the case may
be.


 


(ii) The execution and delivery
by the Company of this Agreement, the Registration Rights Agreement, the Warrant Agreement and the Sponsor Warrants, the issuance
and sale of the Sponsor Warrants, the issuance of the Shares upon exercise of the Sponsor Warrants and the fulfillment of, and
compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Dates (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the
creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result
in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration
to, or filing with, any court or administrative or governmental body or agency pursuant to the certificate of incorporation or
the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering),
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to
which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon
exercise of the Sponsor Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with,
and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Sponsor Warrants
and the Shares issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind,
other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental Consents.
No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection
with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.


 






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Section 3. Representations and Warranties of
the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Sponsor Warrants
to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive
the Closing Dates) that:


  


A. Organization and
Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.  


 


B. Authorization; No
Breach.


 


(i) This Agreement constitutes
a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery
by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall
not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any
agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring
the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with,
any public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D.


 


(iii) The Purchaser understands
that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements
of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the
Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did not
enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act of 1933, as amended (the “Securities Act”).


 


(v) The Purchaser has been
furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer
and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions
of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves
a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such
authorities passed upon or endorsed the merits of the offering of the Securities.


 






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(vii) The Purchaser understands
that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws,
and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the
Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees,
both before and after an initial business combination, are deemed to be “underwriters” under the Securities Act when
reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act
would not be available for resale transactions of the Securities despite technical compliance with the certain requirements of
such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration
requirements of the Securities Act. 


 


(viii) The Purchaser has such
knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in
the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder
for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Purchaser can afford a complete loss of its investments in the Securities.


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the fulfillment,
on or before the Closing Dates, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of the Closing Dates as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing Dates.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms set forth in the Registration Statement and
satisfactory to the Purchaser (the “Warrant Agreement”).


 


Section 5. Conditions of the Company’s
Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or
before the Closing Dates, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at
and as of the Closing Dates as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before the Closing Dates.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant Agreement
and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement
on terms set forth in the Registration Statement.


 


Section 6. Termination. This Agreement
may be terminated at any time after December 31, 2019 upon the election by either the Company or a Purchaser entitled to purchase
a majority of the Sponsor Warrants upon written notice to the other parties if the closing of the Public Offering does not occur
prior to such date.


 


Section 7. Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive the Closing Dates.


 






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Section 8. Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement. 


 


Section 9. Miscellaneous.


 


A. Successors and Assigns.
Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than
assignments by the Purchaser to affiliates thereof.


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need to contain the signatures of more
than one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by
limitation.


 


E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed
in accordance with the internal laws of the State of Delaware.


 


F. Amendments.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 





	 	COMPANY: 
	 	 
	 	AMPLITUDE HEALTHCARE ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Bala Venkataraman
	 	Name:	Bala Venkataraman
	 	Title:	Chief Executive Officer


 





	
        AMPLITUDE HEALTHCARE HOLDINGS
        LLC

         

        By: Metalmark Amplitude Healthcare Holdings LLC, its managing member

         

        By: Metalmark Capital Partners III GP, L.P., its sole member
	 
	
         

        By: Metalmark Capital Holdings LLC, its general partner 

        
	 







 


	By:	
        /s/ Howard I. Hoffen
	 
	 	
        Name: Howard I. Hoffen

        Title:   Authorized Signatory
	 




 







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