Exhibit 10.5


 


July 7, 2020


 


Therapeutics Acquisition Corp.


200 Berkeley Street, 18th Floor

Boston, MA 02116


 


Re:         Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), and
Jefferies LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 13,570,000 shares (the “Offering Shares”) of the Company’s Class
A common stock, par value $0.0001 per share (the “Class A Common Stock”). The Offering Shares will 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 U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Shares 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, each of Therapeutics Acquisition Holdings LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each
of the undersigned individuals, 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 Common Stock (as defined below)
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 seeks to consummate a proposed Business Combination
by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Common
Stock owned by it, him or her in connection therewith.


 


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 second amended and restated certificate of incorporation (as it may be amended from
time to time, the “Charter”), 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 ten business days thereafter, redeem 100% of the Offering Shares at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in
the Trust Account and not previously released to the Company to pay its taxes (less taxes payable and 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’ (as defined below) rights as stockholders (including the right to
receive further liquidating distributions, if any), 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, liquidate
and dissolve, 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 agrees to not propose any amendment to the Charter 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 the required time period set forth in the Charter or with respect to any other
material provisions relating to stockholders’ rights or pre-initial business combination activity, 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
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the
number of then outstanding Offering Shares.


 






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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 (as defined below), the Private Placement
Shares (as defined below) or the Working Capital Shares (as defined below) 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 (A) 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 (B) a stockholder vote to approve an amendment
to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the
Company has not consummated a Business Combination within the time period set forth in the Charter or with respect to any other
material provisions relating to stockholders’ rights or pre-initial business combination activity or in the context of a
tender offer made by the Company to purchase Offering Shares (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 the time period set forth in the Charter).


 


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 Representative, (i) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to, any shares of Common Stock (including, but not limited to, Founder Shares,
the Private Placement Shares and the Working Capital Shares) or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any shares of Common Stock (including, but not limited to, Founder
Shares, the Private Placement Shares and the Working Capital Shares)or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such 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 provisions of this paragraph
will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed
in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer. Notwithstanding the foregoing, nothing in this Section 3 will prohibit (1) the issuance
and sale of Private Placement Shares (as defined below) and the Working Capital Shares (as defined below), (2) the registration
with the SEC pursuant to an agreement to be entered into concurrently with the execution of this Agreement, the resale of the Private
Placement Shares, the Founder Shares and the Working Capital Shares and (3) issuance of securities in connection with a Business
Combination.


 






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4.             
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) 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) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter
of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent
necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below
the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date
of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions
in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed
a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall
not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. The Indemnitor 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
Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


5.              To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,770,000 Offering
Shares 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 442,500 multiplied by a fraction, (i) the numerator of which is
1,770,000 minus the number of Offering Shares purchased by the Underwriters upon the exercise of their over-allotment option, and
(ii) the denominator of which is 1,770,000. The forfeiture will be adjusted to the extent that the over-allotment option is not
exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued
and outstanding shares of Class A Common Stock after the Public Offering (not including the Private Placement Shares (as defined
below) or the Working Capital Shares (as defined below)). The Sponsor further agrees that to the extent that the size of the Public
Offering is increased or decreased, the Company will purchase or sell Offering Shares or effect a share repurchase or share capitalization,
as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the
initial shareholders prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon the consummation of
the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to
1,770,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number
equal to 15% of the number of Public Shares issued in the Public Offering and (B) the reference to 442,500 in the formula set forth
in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender
to the Company in order for the initial shareholders to hold an aggregate of 20.0% of the Company’s issued and outstanding
shares of Class A Common Stock after the Public Offering (not including the Private Placement Shares or the Working Capital Shares).


 


6.            
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, 7(a), and
7(b), as applicable, 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, he or she shall not Transfer any Founder Shares (or any shares of Class A Common
Stock issuable upon conversion thereof), Private Placement Shares or Working Capital Shares  until the earlier of (A)
one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business
Combination, (x) if the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the Company’s initial Business Combination or (y) 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 Class A Common Stock for cash,
securities or other property (the “Founder Shares Lock-up Period”).


 



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(c)              Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Shares
and Working Capital Shares 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, to the Sponsor, any members or partners of the Sponsor or their affiliates, or
any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family
or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual
or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of
such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers
made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial
Business Combination at prices no greater than the price at which the securities were originally purchased; (f) by virtue of the
laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) to
the Company for no value for cancellation in connection with the consummation of a Business Combination; (h) in the event of the
Company’s liquidation prior to the consummation of a Business Combination; or (i) in the event of the Company’s liquidation,
merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the
right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Company’s
completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f), these
permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein
and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating
distributions).


 


8.            
The Sponsor and each Insider 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.


 


9.            
Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer,
nor any director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee,
non-cash payments, 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 reasonable out-of-pocket expenses related to identifying,
investigating, negotiating and completing 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 an affiliate of 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 shares of Class A
Common Stock in a private placement at a price of $10.00 per share (the “Working Capital Shares”)
at the option of the lender.


 


10.           
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 director on the board of directors of the Company and hereby consents
to being named in the Prospectus as an officer and/or 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) “Common
Stock” shall mean the Class A common stock and Class B common stock of the Company; (iii) “Founder Shares”
shall mean the 3,392,500 shares of Class B common stock issued and outstanding, effective upon the Company’s 1:1.18 stock
split of its Class B common stock (up to 442,500 Shares of which are subject to complete or partial forfeiture if the over-allotment
option is not exercised by the Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and
any Insider that holds Founder Shares; (v) “Private Placement Shares” shall mean the up to 436,000 shares
of Class A Common Stock (or up to 471,400 shares of Class A Common Stock if the over-allotment option is exercised in full) that
the Sponsor has agreed to purchase for an aggregate purchase price of $4,360,000 (or $4,714,000 if the over-allotment option is
exercised in full), or $10.00 per share of Class A Common Stock, 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 Shares shall be deposited; and (viii) “Transfer”
shall mean the (a) sale 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 Exchange Act,
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.           
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and
each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any of the Company’s directors or officers.


 


13.          
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.


 






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14.           
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.


 


15.           
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.


 


16.          
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.


 


17.          
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.


 


18.          
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. 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 or 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.


 


19.          
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.


 


20.         
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 December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	 
	 	THERAPEUTICS ACQUISITION HOLDINGS LLC
	 	 	 
	 	 	 
	 	By:	 /s/ Matthew Hammond
	 	 	Name: Matthew Hammond
	 	 	Title:   Manager
	 	 	 
	 	 
	 	/s/ Peter Kolchinsky
	 	Peter Kolchinsky
	 	 
	 	/s/ Matthew Hammond
	 	Matthew Hammond
	 	 
	 	/s/ Daniel Grau
	 	Daniel Grau
	 	 
	 	/s/ Michael Gray
	 	Michael Gray
	 	 
	 	/s/ David Lubner
	 	David Lubner
	 	 


 


Acknowledged and Agreed:


 


THERAPEUTICS ACQUISITION CORP.


 


	By:	/s/ Peter Kolchinsky	 
	 	Name: Peter Kolchinsky	 
	 	Title: Chief Executive Officer	 


 


[Signature Page to Letter Agreement]