Exhibit 10.4


 


March [   ], 2021


 


Research Alliance Corp. II


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 Research Alliance Corp. II, 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 14,950,000 of the Company’s Class A common stock, par value $0.0001 per share (the
 “Class A Common Stock” or the “Securities”). The Securities 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 Securities 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 Research Alliance Holdings II 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 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 shares of Class A Common
Stock sold as part of the Securities 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 (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.



 






     


     


    

 


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) 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), 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), 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); provided, however, that the foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or
any transfer of Founder 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 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), (2) the issuance and sale of any Securities in the Public Offering, including any Securities issued
and sold to cover over-allotments, if any, (3) 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 and the Founder Shares and (4) issuance
of securities in connection with a Business Combination.



 






     


     


    

 


		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 1,950,000 Securities 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 [375,000] multiplied by a fraction, (i) the numerator of which is 1,950,000 minus the number of Securities purchased
by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,950,000. 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)). 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 Securities 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 1,950,000 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 included in the Securities
issued in the Public Offering and (B) the reference to [375,000] 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 Private Placement 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)  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”).



 


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



 


			(c)           
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement
Shares or the Founder 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 at a price of $10.00 per share at the
option of the lender. Such shares would be identical to the Private Placement Shares.



 


		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.



 


		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; (iii) “Founder Shares” shall mean the 3,250,000 shares
of Class B common stock issued and outstanding (up to 487,500 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 460,000 shares (or up to 499,000 shares if the over-allotment option is exercised in full) that the Sponsor
has agreed to purchase for an aggregate purchase price of $4,600,000 (or $4,990,000 if the over-allotment option is exercised
in full), or $10.00 per Share, 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); and (ix) “Securities”
shall mean the Private Placement Shares and public shares.



 






     


     


    

 


		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.



 


		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.	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, and no party shall be liable
or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.



 






     


     


    

 


		21.	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]


 









     


     


    

 


	 	Sincerely,
	 	 
	 	 
	 	RESEARCH ALLIANCE HOLDINGS II LLC
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:   Manager
	 	 	 
	 	 
	 	 
	 	Peter Kolchinsky
	 	 
	 	 
	 	Matthew Hammond


 


Acknowledged and Agreed:


 


RESEARCH ALLIANCE CORP. II


 


	 	 	 
	By:	 	 
	 	Name: Peter Kolchinsky	 
	 	Title: Chief Executive Officer	 


 


[Signature Page to Letter Agreement]