Exhibit 10.5


 


Research Alliance Corp. II


 


July 23, 2020


 


Research Alliance Holdings II LLC 200


Berkeley Street,
18th Floor


Boston, MA 02116


 


RE: Subscription Agreement for Founder Shares


 


Ladies and Gentlemen:


 


We are pleased to accept the
offer Research Alliance Holdings II LLC (the “Subscriber” or “you”) has made to purchase
3,737,500 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”),
of Research Alliance Corp. II, a Delaware corporation (the “Company”), up to 487,500 of which are subject to
forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant
to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration
Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described
below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber,
and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:


 


1. Purchase
of Founder Shares. For the sum of $25,000.00 (the “Purchase Price”), which the Company acknowledges receiving
in cash, the Company hereby sells and issues the Founder Shares to the Subscriber, and the Subscriber hereby purchases the Founder
Shares from the Company, subject to the forfeiture provisions of Section 3 below, on the terms and subject to the conditions
set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option,
deliver to the Subscriber a certificate registered in the Subscriber’s name representing the Founder Shares, or effect such
delivery in book-entry form.


 


 2. Representations, Warranties and Agreements.




 


2.1. The
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Founder Shares to the Subscriber,
the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1. No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Founder Shares.


 


2.1.2. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the
transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and
governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party,
(iii) any law, statute, rule or regulation to which the Subscriber is subject, or (iv) any agreement, order,
judgment or decree to which the Subscriber is subject.


 


2.1.3. Organization
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws
of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of the Subscriber, enforceable
against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 






     


     


    

 


2.1.4. Experience,
Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to
evaluate the risks and benefits of the investment in the Founder Shares and (ii) able to bear the economic risk of its
investment in the Founder Shares for an indefinite period of time because the Founder Shares have not been registered under
the Securities Act (as defined below) and therefore cannot be resold unless such transaction is registered under the
Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and
risks of its investment in the Company and has the capacity to protect its own interests. The Subscriber must bear the
economic risk of this investment until the Founder Shares are sold pursuant to: (x) an effective registration statement
under the Securities Act or (y) an exemption from registration available with respect to such sale. The Subscriber is
able to bear the economic risks of an investment in the Founder Shares and to afford a complete loss of the
Subscriber’s investment in the Founder Shares.


 


2.1.5. Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely
on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own
due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person
has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2
and the Subscriber has not relied on any other representations or information in making its investment decision, whether written
or oral, relating to the Company, its operations or its prospects.


 


2.1.6. Regulation
D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale
contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors”
within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and
state law.


 


2.1.7. Investment
Purposes. The Subscriber is purchasing the Founder Shares solely for investment purposes, for the Subscriber’s own account
and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof.
The Subscriber did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502 of Regulation D under the Securities Act.


 


2.1.8. Restrictions
on Transfer; Shell Company. The Subscriber understands the Founder Shares are being offered in a transaction not involving
a public offering within the meaning of the Securities Act. The Subscriber understands the Founder Shares will be “restricted
securities” as defined in Rule 144(a)(3) under the Securities Act and the Subscriber understands that any certificate
or book entries representing the Founder Shares will contain a legend in respect of such restrictions. If in the future the Subscriber
decides to offer, resell, pledge or otherwise transfer the Founder Shares, such Founder Shares may be offered, resold, pledged
or otherwise transferred only in accordance with the provisions of Section 5 hereof. The Subscriber agrees that if any transfer
of its Founder Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber
may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration under the Securities
Act or an exemption therefrom, the Subscriber agrees not to resell the Founder Shares. The Subscriber further acknowledges that
because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Founder Shares
until at least one year following consummation of the initial business combination of the Company, despite technical compliance
with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9. No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 






     


     


    

 


2.2. Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Founder Shares, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1. Organization
and Corporate Power. The Company is a Delaware corporation 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.


 


2.2.2. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the
transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of
Incorporation or Bylaws of the Company, (ii) any agreement, indenture or instrument to which the Company is a party,
(iii) any law, statute, rule or regulation to which the Company is subject, or (iv) any agreement, order,
judgment or decree to which the Company is subject.


 


2.2.3. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Founder Shares will be
duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
hereof the Subscriber will have or receive good title to the Founder Shares, free and clear of all liens, claims and
encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Founder
Shares may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and
state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4.
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting
the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated
by this Agreement or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other
relief in connection with any transactions.


 


 3. Forfeiture of Founder Shares.




 


3.1. Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the
IPO is not exercised in full, the Subscriber acknowledges and agrees that it (and, if applicable, any transferee of Shares)
shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive
their ability to exercise such Over-allotment Option) any and all rights to such number of Founder Shares (up to an aggregate
of 487,500 Founder Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that
immediately following such forfeiture, the Subscriber (and any such transferees), collectively with all other initial
stockholders of the Company prior to the IPO, will own an aggregate number of Founder Shares equal to 25% of the total number
of shares of Common Stock issued in the IPO.


 


3.2. Termination
of Rights as Stockholder. If any of the Founder Shares are forfeited in accordance with this Section 3, then after such
time the Subscriber (or its successor in interest), shall no longer have any rights as a holder of such forfeited Founder Shares,
and the Company shall take such action as is appropriate to cancel such forfeited Founder Shares.


 


3.3. Share
Certificates. In the event an adjustment to any certificate representing the Founder Shares purchased pursuant hereto is required
pursuant to this Section 3, then the Subscriber shall return such certificate to the Company or its designated agent as soon
as practicable upon its receipt of notice from the Company advising the Subscriber of such adjustment, following which a new certificate
shall be issued in such amount representing the adjusted number of Founder Shares held by the Subscriber. Such new certificate,
if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held
by the Subscriber shall be made in book-entry form.


 


4.
Waiver of Liquidation Distributions; Redemption Rights. In connection with the Founder Shares purchased pursuant to this
Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by
the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into
which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of
a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes
of clarity, in the event the Subscriber purchases securities in the IPO or securities of the Company issued in the IPO in the
aftermarket, any additional Common Stock so purchased shall be eligible to receive any liquidating distributions from the Trust
Account by the Company. However, in no event will the Subscriber have the right to redeem any shares of Common Stock into funds
held in the Trust Account upon the successful completion of an initial business combination.


 






     


     


    

 


 5. Restrictions on Transfer.




 


5.1. Securities
Law Restrictions. In addition to any restrictions to be contained in that certain stock escrow agreement (commonly known as
an “Escrow Agreement”) to be entered into between the Company, the Subscriber and the Company’s transfer
agent in connection with the consummation of the IPO, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise
dispose of all or any part of the Founder Shares unless, prior thereto (a) a registration statement on the appropriate form
under the Securities Act and applicable state securities laws with respect to the Founder Shares proposed to be transferred shall
then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such
registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated
by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


5.2. Lock-up.
The Subscriber acknowledges that the Founder Shares will be subject to lock-up provisions (the “Lock-up”) contained
in the Escrow Agreement. Pursuant to the Escrow Agreement, the Subscriber will agree (subject to certain customary exceptions)
not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Founder Shares until the earlier to occur
of: (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s
initial business combination, (x) if the last sale price of the 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 Common Stock for cash, securities or other property.


 


5.3. Restrictive
Legends. All certificates representing the Founder Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL
(IF THE COMPANY SO REQUESTS), IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
DURING THE TERM OF THE LOCKUP PERIOD.”


 


5.4.
Additional Founder Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration
of a special dividend payable in a form other than Common Stock, a spin-off, a stock split, an adjustment in conversion ratio,
a recapitalization or a similar transaction affecting the Company’s outstanding Common Stock without receipt of consideration,
any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect
to any Founder Shares subject to this Section 5 or into which such Founder Shares thereby become convertible shall immediately
be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or
property shall be made to the number or class of Founder Shares subject to this Section 5 and Section 3.


 


5.5. Registration
Rights. The Subscriber acknowledges that the Founder Shares are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered
pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration
Rights Agreement”).


 






     


     


    

 


 6. Other Agreements.




 


6.1. Further
Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.


 


6.2. Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered:
(i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most
recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice
or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the
business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business
day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


6.3. Entire
Agreement. This Agreement, together with that certain Escrow Agreement to be entered into between the Subscriber and the Company
and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement,
embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation,
warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change
or restrict, the express terms and provisions of this Agreement.


 


6.4. Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 


6.5. Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only
by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


6.6. Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.


 


6.7. Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


6.8. Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of Delaware applicable to contracts wholly performed within the borders of such state.


 


6.9. Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 






     


     


    

 


6.10.
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power
or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor
any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other
or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party
hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on
a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand
to any other or further action in any circumstances without such notice or demand.


 


6.11. Survival of Representations
and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement,
certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations
made by or on behalf of the parties.


 


6.12. No Broker or Finder.
Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted
on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and hold the other harmless from any claim or demand for commission
or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf
of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13. Headings
and Captions. The headings and captions of the various sections of this Agreement are for convenience of reference only and
shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14. Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, 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 signature page were an original thereof.


 


6.15. Construction.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular section
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 


6.16.
Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been
subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party
hereto.


 


7.
Voting and Redemption of Founder Shares. The Subscriber agrees to vote the Founder Shares in favor of an initial business
combination that the Company negotiates and submits for approval to the Company’s stockholders.


 


8.
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorneys’
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in
this Agreement.


 


[Signature Page Follows]


 






     


     


    

 


If the foregoing accurately sets
forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	RESEARCH ALLIANCE CORP. II
	 	 
	 	/s/ Matthew Hammond
	 	 
	 	Matthew Hammond
	 	Secretary




 


	Accepted and agreed this 23th
    day of July, 2020.	 
	 	 
	RESEARCH ALLIANCE HOLDINGS II LLC	 
	 	 
	/s/ Tess
    Cameron	 
	 	 
	Name: Tess Cameron	 
	Title: Manager