Exhibit 10.2


 


[●], 2021


 


Revolution Acceleration Acquisition Corp II


1717 Rhode Island Avenue, NW 10th floor

Washington, D.C. 20036


 


	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 or proposed to be entered into by and between Revolution Acceleration Acquisition Corp II, a Delaware corporation
(the “Company”), and Credit Suisse Securities (USA) LLC, as the sole underwriter (the “Underwriter”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the
Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriter’s option to purchase
additional units, if any) (the “Units”), each comprised of one share of Class A common stock of
the Company, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable
warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share
of Class A 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”). Certain capitalized terms used herein
are defined in paragraph 12 hereof.


 


In order to induce the Company and the Underwriter
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, RAAC Management II LLC, a Delaware limited liability company (the
“Sponsor”), and the other undersigned persons (each such other undersigned persons, an “Insider”
and collectively, the “Insiders”), each hereby agrees, severally but not jointly, 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 owned by it, him or her in favor of any proposed
Business Combination (including any proposals recommended by the Company’s board of directors in connection with such Business
Combination) and (ii) not redeem any Shares owned by it, him or her in connection with such stockholder approval.







 


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 ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the shares of
Class A 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 (which interest
shall be net of taxes payable and 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 (including the
right to receive further liquidation 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, dissolve and
liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the
other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Company’s amended
and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does
not complete its initial 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, 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 taxes payable), divided by the number of then outstanding Offering Shares.


 






    


    




    

 


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. The Sponsor and
each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or
she may have in connection with (x) 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 Class A Common Stock and (y) 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 allow
redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the
Company has not consummated its initial 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 (although the
Sponsor and the Insiders 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. Notwithstanding
the provisions set forth in paragraphs 7(a) and (b) below, 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
Underwriter, (i) offer, pledge, sell, 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, or otherwise Transfer or dispose of, directly or indirectly, or file with,
or submit to, the Commission a registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), relating to any Units, shares of Class A Common Stock, Founder Shares, Alignment Shares or Warrants or any
securities convertible into, or exercisable, or exchangeable for, any Units, shares of Class A Common Stock, Founder Shares, Alignment
Shares or Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other
arrangement that Transfers, in whole or in part, any of the economic consequences of ownership of any Units, shares of Class A
Common Stock, Founder Shares, Alignment Shares or Warrants or any such other securities, whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery of units or such other securities, in cash or otherwise; provided,
however, that the foregoing does not apply to the forfeiture of any Founder Shares or Alignment Shares pursuant to their
terms or any Transfer of Founder Shares or Alignment Shares to any current or future independent director of the company (as long
as such current or future independent director transferee is subject to this Letter Agreement or executes an agreement substantially
identical to the terms of this Letter Agreement, as applicable to directors and officers at the time of such Transfer; and as long
as, to the extent any Section 16 reporting obligation is triggered as a result of such Transfer, any related Section 16 filing
includes a practical explanation as to the nature of the Transfer). 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 may 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. The provisions of this paragraph will not apply if (i) the release or waiver
is effected solely to permit a Transfer of securities that is not for consideration and (ii) 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.


 






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4. In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
stockholders, 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
registered public accounting firm) for services rendered or products sold to the Company or (ii) a prospective target business
with which the Company has discussed entering into a transaction 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 registered public accounting firm)
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
Offering Share or (ii) such lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of 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 which may be withdrawn to pay taxes, except as to any claims by a third party 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 Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. 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.







 


5. (a)
To the extent that the Underwriter does not exercise its option to purchase up to an additional 3,750,000 Units within 45 days
from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost:
(A) a number of Founder Shares in the aggregate equal to 500,000 multiplied by a fraction, (i) the numerator of which is 3,750,000
minus the number of Units purchased by the Underwriter upon the exercise of its option to purchase additional Units and (ii) the
denominator of which is 3,750,000; and (B) a number of Alignment Shares in the aggregate equal to 750,000 multiplied by a fraction,
(i) the numerator of which is 3,750,000 minus the number of Units purchased by the Underwriter upon the exercise of its option
to purchase additional Units and (ii) the denominator of which is 3,750,000. All references in this Letter Agreement to Founder
Shares or Alignment Shares of the Company being forfeited shall take effect as a contribution of such Founder Shares or Alignment
Shares, as applicable, to the Company’s capital as a matter of Delaware law. The forfeiture will be adjusted to the extent
that the option to purchase additional Units is not exercised in full by the Underwriter so that the number of Founder Shares and
Alignment Shares will equal an aggregate of 10.0% and 15.0%, respectively, of the Company’s issued and outstanding Shares
after the Public Offering. The Initial Stockholders further agree that to the extent that the size of the Public Offering is increased
or decreased, the Company will effect a stock dividend or stock repurchase or redemption, as applicable, immediately prior to the
consummation of the Public Offering in such amount as to maintain the number of Founder Shares and Alignment Shares at 10.0% and
15.0%, respectively, of the Company’s issued and outstanding 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 3,750,000 in the numerator and
denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15.0% of the number of
shares of Class A Common Stock included in the Units issued in the Public Offering, (B) the reference to 500,000 in the formula
set forth in the first sentence of this paragraph shall be adjusted to, respectively, the total number of Founder Shares that the
Sponsor would have to return to the Company in order for the number of Founder Shares that the Sponsor owns (together with the
Insiders) to equal an aggregate of 10.0% of the Company’s issued and outstanding Shares after the Public Offering, and (C)
the reference to 750,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to, respectively, the
total number of Alignment Shares that the Sponsor would have to return to the Company in order for the number of Alignment Shares
that the Sponsor owns (together with the Insiders) to equal an aggregate of 15.0% of the Company’s issued and outstanding
Shares after the Public Offering.


 


6. The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably injured
in the event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b),
and 10 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 seek injunctive relief, in addition to any other remedy that such party may have in law or in equity,
in the event of such breach.


 






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7. (a)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Class A Common Stock
issuable upon conversion thereof) 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) the date on which the Company completes a liquidation, merger,
stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to
exchange their shares of Common Stock for cash, securities or other property or (y) if the last reported sale 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 (the “Founder Shares Lock-Up Period”).


 


(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Alignment Shares until the earlier of: (A) the later
of (x) their conversion into Class A Common Stock and (y) the earlier of (i) one year after the completion of the Company’s
initial Business Combination and (ii) if the last reported sale 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; and (B) after
the Company completes its initial Business Combination, the date on which the Company consummates a merger, capital stock exchange,
reorganization or other similar transaction that results in both a Change of Control and all of the Company’s stockholders
having the right to exchange their shares of common stock for cash, securities or other property (the “Alignment Shares
Lock-Up Period”).


 


(c) The
Sponsor agrees that it shall not Transfer any Private Placement Warrants or any shares of Class A 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”, collectively with the Founder Shares Lock-Up Period and the Alignment Shares
Lock-Up Period, the “Lock-Up Periods”).


 


(d) Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Alignment Shares, Private Placement Warrants
and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants, the Founder
Shares or the Alignment Shares and that are held by the Sponsor or any Insider or any of their permitted transferees (that have
complied with this paragraph 7(c)), are permitted (a) to the Company’s directors or officers, any affiliates or family members
of any of the Company’s directors or officers, any members of the Sponsor, or any affiliates of the Sponsor, (b) in the case
of an individual, by gift to a member of the individual’s immediate family or 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, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries
of such trust; (f) by private sales or Transfers made in connection with the consummation of the Company’s Business Combination
at prices no greater than the price at which the securities were originally purchased; (g) in the event of the Company’s
liquidation prior to the Company’s completion of an initial Business Combination; (h) by virtue of the laws of Delaware or
the Sponsor’s limited liability company agreement, as amended, upon dissolution of the Sponsor; or (i) in the event of the
Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results
in all of the Public 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 and other applicable restrictions in this Letter Agreement.


 


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, if any (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 Insider’s
background. The Sponsor and each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects.
The Sponsor and each Insider represents and warrants that: it 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 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 is not
currently a defendant in any such criminal proceeding.


 






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9. Except
as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the
Sponsor or any Insider, nor any director or officer of the Company, 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).


 


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 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.


 


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) “Shares”
shall mean, collectively, the shares of Class A Common Stock, the Founder Shares and the Alignment Shares; (iii) “Founder
Shares” shall mean the 3,833,333 shares of Class B common stock, par value $0.0001 per share, of the Company
that are issued and outstanding immediately prior to the consummation of the Public Offering; (iv) “Alignment
Shares” shall mean the 5,750,000 shares of Class C common stock, par value $0.0001 per share, of the Company that
are issued and outstanding immediately prior to the consummation of the Public Offering; (v) “Initial Stockholders”
shall mean the Sponsor and any Insider that holds Founder Shares and/or Alignment Shares; (vi) “Private Placement Warrants”
shall mean the Warrants to purchase an aggregate of 3,500,000 shares of Class A Common Stock of the Company (or up to 3,875,000
shares of Class A Common Stock depending on the extent to which the Underwriter’s over-allotment option is exercised pursuant
to the Underwriting Agreement) that the Sponsor has agreed to purchase for an aggregate purchase price of $7,000,000 in the aggregate
(or up to $7,750,000 depending on the extent to which the Underwriter’s over-allotment option is exercised pursuant to the
Underwriting Agreement), or $2.00 per Warrant, in a private placement that shall occur substantially concurrently with the consummation
of the Public Offering; (vii) “Public Stockholders” shall mean the holders of securities issued
in the Public Offering; (viii) “Trust Account” shall mean the trust fund into which a portion of
the net proceeds of the Public Offering shall be deposited; (ix) “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 (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) herein; and (x) “Change of Control” shall mean the occurrence of any one of the following
after the consummation of the initial Business Combination (but not in connection with such initial Business Combination) if any
of the following occurs: (A) a “person” or “group” within the meaning of Section 13(d) of the Exchange
Act, other than the Company, any of its wholly owned subsidiaries and the Company’s and its wholly-owned subsidiaries’
respective employee benefit plans, (1) has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3
under the Exchange Act, of Common Stock representing more than 50% of the voting power of the Common Stock and (2) has filed a
Schedule TO or any schedule, form or report under the Exchange Act disclosing that an event described in clause (1) above has occurred;
provided, however, that a “person” or “group” shall not be deemed a beneficial owner of, or to own beneficially,
any securities tendered pursuant to a tender or exchange offer made by or on behalf of such “person” or “group”
or any of their affiliates until such tendered securities are accepted for purchase or exchange thereunder; (B) the consummation
of (1) any recapitalization, reclassification or change of the outstanding shares of common stock (other than a change from no
par value to par value, a change in par value or a change from par value to no par value, or changes resulting from a subdivision
or combination) as a result of which all of the outstanding shares of common stock would be converted into, or exchanged for, stock,
other securities, or other property or assets; (2) any share exchange, consolidation or merger of the company pursuant to which
all of the outstanding shares of Class A Common Stock shall be converted into cash, securities or other property or assets (including
any combination thereof); or (3) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially
all of the Company’s or its consolidated assets, taken as a whole, to any person or entity (other than one of the Company’s
wholly owned subsidiaries); provided, however, that a transaction described in clauses (1) or (2) in which the holders of all classes
of the Company’s common equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes
of the common equity of the continuing or surviving entity immediately after such transaction in substantially the same proportions
as such ownership immediately prior to such transaction shall not be a Change of Control pursuant to this clause (B); (C) the Company’s
stockholders approve any plan or proposal for the Corporation’s liquidation or dissolution (other than a liquidation or dissolution
that shall occur contemporaneously with a transaction described in clause (B)(2) above); or (D) shares of the Class A Common Stock
cease to be listed or quoted on any of The New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market
(or any of their respective successors); provided, however, that a transaction or transactions described in clauses (A) or (B)
above shall not constitute a Change of Control, if at least 90% of the consideration received or to be received by the holders
of shares of the Common Stock, excluding cash payments for fractional shares and cash payments made in respect of dissenters’
appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted
on any of The New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective
successors) or shall be so listed or quoted when issued or exchanged in connection with such transaction or transactions, and as
a result of such transaction or transactions such consideration becomes the equity interests in which shares of the Founder Shares
or Alignment Shares convert into.


 






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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 (1) each Insider that is the subject of any such change, amendment modification or waiver and
(2) the Sponsor.


 


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. 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.


 


15. 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, 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.


 


16. 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 or other electronic transmission.


 


17. Each
party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to
this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall
be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice
obligations.


 


18. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-Up Periods and (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.


 


19. 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.


 


[Signature page follows]


 






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	 	Sincerely,
	 	 
	 	RAAC MANAGEMENT II LLC
	 	 	 	 
	 	By:	 
	 	 	Name:	John K. Delaney
	 	 	Title:	President


 








	 	 
	 	John K. Delaney
	 	 
	 	 
	 	Stephen M. Case
	 	 
	 	 
	 	Andrew B. Fremder
	 	 
	 	 
	 	M. Moina Banerjee
	 	 
	 	 
	 	Robert J. Bass
	 	 
	 	 
	 	Andrew Wallace


 


[Signature Page to Letter Agreement]


 






    


    




    

 


	Acknowledged and Agreed:
	 
	Revolution Acceleration Acquisition Corp II
	 	 	 
	By:	 	 
	Name:	John K. Delaney	 
	Title:	Chief Executive Officer	 


 


[Signature Page to Letter Agreement]