Exhibit 10.4


 


PRIVATE PLACEMENT CLASS A COMMON STOCK
PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT CLASS A COMMON STOCK
PURCHASE AGREEMENT, dated as of July 8, 2020 (as it may from time to time be amended and including all exhibits referenced herein,
this “Agreement”), is entered into by and among Therapeutics Acquisition Corp., a Delaware corporation (the
 “Company”), and Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate
an initial public offering (the “Public Offering”) of up to 13,570,000 shares of the Company’s Class A
Common Stock, par value $0.0001 per share (the “Class A Common Stock”).


 


WHEREAS, on July 7, 2020, the Company filed
a registration statement pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in connection with the Public Offering,
to increase the aggregate number of shares of Class A Common Stock offered by the Company by 2,070,000 shares, 270,000 of which
are subject to purchase upon the exercise of the underwriters’ option to purchase additional shares of Class A Common Stock,
which, accordingly, increased the amount of underwriting discounts and commissions payable by the Company to the underwriters upon
completion of the Public Offering.


 


WHEREAS, because the number of shares of
Class A Common Stock to be purchased by the Purchaser is correlated to the amount of underwriting discounts or commissions payable
by the Company to the underwriters upon completion of the Public Offering, such number of shares of Class A Common Stock to be
purchased by the Purchaser increased by 36,000 shares of Class A Common Stock (or by up to 41,400 shares of Class A Common Stock
if the underwriters exercise their option to purchase additional shares of Class A Common Stock) (each, an “Additional
Private Placement 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 Additional Private Placement Shares.


 


A. Authorization of the Additional
Private Placement Shares. The Company has duly authorized the issuance and sale of the Additional Private Placement Shares
to the Purchaser.


 


B. Purchase and Sale of the Additional
Private Placement Shares.


 


(i) On the date of the
consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, up to an aggregate of 36,000 Additional Private Placement Shares at a price of $10.00 per
share for an aggregate purchase price of up to $360,000 (the “Purchase Price”), which shall be paid by
wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions as
nearly as possible to the date of effectiveness of the registration statement on Form S-1 (File No. 333-239196)
filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver
certificates evidencing the Additional Private Placement Shares purchased by the Purchaser on such date duly registered in
the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of
the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be
mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and
each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a
 “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from
the Company, up to an aggregate of 41,400 Additional Private Placement Shares, in the same proportion as the amount of the
over-allotment option that is exercised, at a price of $10.00 per share for an aggregate purchase price of up to $414,000 (if
the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase
Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the
Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the
Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company
shall either, at its option, deliver certificates evidencing the Additional Private Placement Shares purchased by the
Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry
form.


 






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C. Terms of the Additional Private
Placement Shares.


 


(i) The Additional Private Placement
Shares shall be subject to a letter agreement, dated as of July 7, 2020, by and among the Purchaser, the Company and certain of
the Company’s directors (a “Letter 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 Additional Private Placement Shares and the Shares underlying the Additional Private Placement Shares.


 


Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Additional
Private Placement Shares, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall
survive each Closing Date) 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 and the Letter Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery and performance
of this Agreement and the Additional Private Placement Shares have been duly authorized and approved by the Company as of each
Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms.


 


(ii) The execution and delivery by
the Company of this Agreement and the Additional Private Placement Shares, the issuance and sale of the Additional Private Placement
Shares, the issuance of the Shares upon exercise of the Additional Private Placement Shares and the fulfillment of, and compliance
with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (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, action, notice, declaration or filing, in
each case, by or to 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 the Additional Private Placement Shares will be duly and
validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, each
Purchaser will have good title to the Additional Private Placement Shares, 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
either 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
Additional Private Placement Shares to the Purchaser, the Purchaser hereby, severally and not jointly, represents and warrants
to the Company (which representations and warranties shall survive each Closing Date) 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 each Closing Date 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 that would materially impact its ability to
perform its obligations hereunder.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring the
Additional Private Placement Shares (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 of the Securities Act of 1933, as amended (the
 “Securities Act”), and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D under the Securities Act.


 


(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 decide to
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.


 


(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.


 


(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. While the Purchaser
understands that Rule 144 under the Securities Act is not available for the resale of securities initially issued by
shell companies (other than business combination related shell companies) or issuers that have been at any time previously a
shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition if the following
conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company;
(ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities
has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such
shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
(iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the
SEC reflecting its status as an entity that is not a shell company.


 






     


     


    

 


(viii) The Purchaser has knowledge
and experience in financial and business matters, understands 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 investment in the Securities.


 


Section 4. Conditions of the
Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Additional Private Placement Shares
are subject to the fulfillment, on or before each Closing Date, 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 such Closing
Date 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 such Closing Date.


 


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 Letter Agreement.


 


D. Letter Agreement and Registration
Rights Agreement. The Company shall have entered into the Letter Agreement and the Registration Rights Agreement, each on terms
satisfactory to the Purchaser.


 


E. Corporate Consents. The Company
shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement
and the Letter Agreement and the issuance and sale of the Additional Private Placement Shares hereunder.


 


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 each Closing Date, 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 such Closing
Date 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 such Closing Date.


 






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C. Corporate Consents. The Company
shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement
and the Letter Agreement and the issuance and sale of the Additional Private Placement Shares hereunder.


 


D. 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 Letter Agreement.


 


E. Letter Agreement. The Company
shall have entered into the Letter Agreement on terms satisfactory to the Company.


 


Section 6. Termination.
This Agreement may be terminated at any time after December 31, 2020 upon the election by either the Company or the Purchaser
upon written notice to the other party 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 each Closing Date.


 


Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement
on Form S-1 the Company plans to file with the U.S. Securities and Exchange Commission under the Securities Act.


 


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 without the prior written
consent of the other party hereto, other than assignments by the Purchaser to its affiliates (including, without limitation, one
or more of its members).


 


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 contain the signatures of more than one party, but
all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


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 New York and for all purposes shall be construed in accordance
with the internal laws of the State of New York.


 


F. Amendments. This 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]


 






     


     


    

 


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


 


	 	COMPANY:
	 	 
	 	THERAPEUTICS ACQUISITION CORP., a Delaware corporation
	 	 	 
	 	By:	 /s/ Matthew Hammond
	 	Name:	Matthew Hammond
	 	Title:	Chief Financial Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	THERAPEUTICS ACQUISITION HOLDINGS LLC, a Delaware limited liability company
	 	 	 
	 	By:	 /s/ Matthew Hammond
	 	Name:	Matthew Hammond
	 	Title:	Manager


 


[Signature Page to Private Placement Class A Common Stock Purchase Agreement]