Exhibit 10.2


 


EXECUTION
VERSION


 


February
23, 2021


 


Revolution
Acceleration Acquisition Corp


1717
Rhode Island Avenue, NW 10th floor

Washington, D.C. 20036


 


Re:
Amended and Restated Acquiror Sponsor Letter Agreement 


 


Ladies
and Gentlemen:


 


This
Amended and Restated Letter Agreement (this “Letter Agreement”) is being delivered to you in accordance
with that certain Agreement and Plan of Merger (the “Merger Agreement”) entered into or proposed to
be entered into by and among Revolution Acceleration Acquisition Corp, a Delaware corporation (“Acquiror”),
Pickup Merger Corp, a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”),
and Berkshire Grey, Inc., a Delaware corporation (the “Company”), pursuant to which, among other transactions,
contemporaneously with the execution and delivery of this Letter Agreement, Acquiror and the Company will enter into a business
combination transaction whereby Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly
owned subsidiary of Acquiror (the “Merger”), on the terms and conditions set forth therein, and hereby
amends and restates in its entirety that certain Letter Agreement, dated as of December 7, 2020 (the “Insider Agreement”),
by and among the Sponsor (as defined below), the Insiders (as defined below) and Acquiror. Reference is hereby made to that certain
Underwriting Agreement, dated as of December 7, 2020 (the “Underwriting Agreement”), by and between
Acquiror and Credit Suisse Securities (USA) LLC, as the sole underwriter (the “Underwriter”), relating
to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of Acquiror’s
units (the “Units”), each comprised of one share of Class A common stock of Acquiror, par value
$0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole
warrant, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof, and
capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger
Agreement.


 


In
order to induce the Company and Acquiror to enter into the Merger Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, RAAC Management 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:


 


In
order to induce Acquiror and the Company to enter into the Merger Agreement and to proceed with the Merger and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RAAC Management 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 Acquiror and, at all times prior to any valid termination of the Merger Agreement, agrees with the Company,
as follows:


 



     


     

    

 


1.
At any duly called meeting of the stockholders of Acquiror (or any adjournment or postponement thereof), and in any action by
written consent of the stockholders of Acquiror requested by Acquiror’s board of directors or undertaken as contemplated
by the Merger Agreement or the other agreements contemplated thereby or the transactions contemplated by the Merger Agreement
or the other agreements contemplated thereby, including the Merger (collectively the “Transactions”),
the Sponsor and each Insider shall:


 


(a)
if a meeting is held, appear at such meeting, in person or by proxy, or otherwise cause all of its, his or her Shares to be counted
as present thereat for the purpose of establishing a quorum;


 


(b)
vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return
and cause such consent to be granted with respect thereto), all of its, his or her Shares: (i) in favor of each Transaction Proposal
and any other matters necessary or reasonably requested by Acquiror in connection with the Transactions and the approvals thereof,
(ii) against any action, proposal, transaction or agreement that would reasonably be expect to result in a breach of any representation,
warranty, covenant, obligation or agreement of Acquiror or Merger Sub contained in the Merger Agreement and (iii) against (A)
any Business Combination other than the Merger or any proposal in opposition to approval of, or in competition with or inconsistent
with, the Merger Agreement, including any Business Combination Proposal other than with respect to the Merger, and (B) (1) any
change in the present capitalization or dividend policy of Acquiror or any amendment of Acquiror’s second amended and restated
certificate of incorporation, dated as of December 7, 2020 (the “Certificate of Incorporation”), except
to the extent expressly contemplated by the Merger Agreement (including the schedules thereto), (2) any liquidation, dissolution
or other change in Acquiror’s corporate structure or business, (3) any action, proposal, transaction or agreement that would
result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the
Sponsor or such Insider under this Letter Agreement, and (4) any other action or proposal involving Acquiror or any of its Subsidiaries
that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the
Transactions; and


 


(c)
not redeem any Shares owned by it, him or her in connection with such approval of the Transaction Proposals or the Transactions,
or in connection with any vote to amend the Certificate of Incorporation.


 


2.
(a) In the event that Acquiror fails to consummate a Business Combination within 24 months from the closing of the Public Offering,
or such later period approved by Acquiror’s stockholders in accordance with the Certificate of Incorporation, the Sponsor
and each Insider shall take all reasonable steps to cause Acquiror 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 earned on the funds held in the Trust Account and not previously released to Acquiror to pay its taxes (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 liquidating
distributions, if any); and


 



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(iii)
as promptly as reasonably possible following such redemption, subject to the approval of Acquiror’s remaining stockholders
and Acquiror’s board of directors, dissolve and liquidate, subject in each case to Acquiror’s obligations under Delaware
law to provide for claims of creditors and the other requirements of applicable law.


 


(b)
The Sponsor and each Insider agrees to not propose any amendment to the Certificate of Incorporation (i) to modify the substance
or timing of Acquiror’s obligation to allow redemption in connection with the Acquiror’s initial Business Combination
or to redeem 100% of the Offering Shares if Acquiror does not complete its initial Business Combination within 24 months from
the closing of the Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial
Business Combination activity, unless Acquiror 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.


 


(c)
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 Acquiror as a result of any liquidation of Acquiror with respect to the Founder
Shares held by it, him or her. 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 (i) 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 Acquiror to purchase shares of Class A Common Stock and (ii) a stockholder vote to
approve an amendment to the Certificate of Incorporation (A) to modify the substance or timing of Acquiror’s obligation
to allow redemptions in connection with Acquiror’s initial Business Combination or to redeem 100% of the Offering Shares
if Acquiror 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 Acquiror fails to consummate a Business Combination within 24 months from the date of the closing of the Public Offering).


 



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3.
Notwithstanding the provisions set forth in paragraphs 6(a) below, during the period commencing on the effective date hereof and
ending on the earlier of (a) the valid termination of the Merger Agreement and (b) the Closing (but in no event earlier
than 180 days after the effective date of the Underwriting Agreement), the Sponsor and each Insider shall not, without the prior
written consent of (x) Acquiror and the Company and (y) the Underwriter (but only in the case of this clause (y) within 180 days
of the effective date of the Underwriting Agreement), (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 Acquiror (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 6 below, Acquiror 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 (A) if the release or waiver is effected solely to permit a Transfer of securities that is not for consideration
and (B) 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.


 


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 Acquiror 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 Acquiror may become subject as a result of any claim by (i) any third party (other than Acquiror’s independent
registered public accounting firm) for services rendered or products sold to Acquiror or (ii) a prospective target business
with which Acquiror has discussed entering into a transaction agreement (a “Target”); provided,
however, that such indemnification of Acquiror by the Sponsor shall apply only to the extent necessary to ensure that such
claims by a third party for services rendered (other than Acquiror’s independent registered public accounting firm) or products
sold to Acquiror or a Target do not reduce the amount of funds in the Trust Account to below (x) $10.00 per Offering Share
or (y) 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 (including a Target) who
executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Acquiror’s
indemnity of the Underwriter against certain liabilities, including liabilities under the Securities Act. 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 Acquiror if, within 15 days following written receipt of notice of the claim to the Sponsor,
the Sponsor notifies Acquiror in writing that it shall undertake such defense. For the avoidance of doubt, none of Acquiror’s
officers or directors will indemnify Acquiror for claims by third parties, including, without limitation, claims by vendors and
prospective business targets.


 



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5.
The Sponsor and each Insider hereby agrees and acknowledges that:


 


(a)
Notwithstanding anything to the contrary in any other agreement or contract to which the Sponsor or any Insider is bound, the
Sponsor and each Insider (for itself, himself or herself and for its, his or her respective successors, heirs and assigns) hereby
(but subject to the consummation of the Closing): (i) irrevocably and unconditionally waives and agrees not to exercise, assert
or perfect, any rights to adjustment or other anti-dilution protections with respect to the rate at which each share of Class
B Common Stock and Class C Common Stock convert into shares of Class A Common Stock following the consummation of the Closing;
(ii) acknowledges and agrees that (A) at the Closing each share of Class B Common Stock shall convert into (1) share of Class
A Common Stock (subject to adjustment based on any stock dividend, split, combination, subdivision or reclassification effecting
the shares of Class A Common Stock at or prior to the Closing); and (B) from and after the Closing each share of Class C Common
Stock shall be convertible into (1) share of Class A Common Stock (subject to adjustment based on any stock dividend, split, combination,
subdivision or reclassification effecting the shares of Class A Common Stock), in each case, subject to the achievement of the
milestones set forth in Section 4.3(b)(ii) of Acquiror’s Second Amended and Restated Certificate of Incorporation in effect
as of the date of this Letter Agreement.


 


(b)
Acquiror, Sponsor and each Insider hereby irrevocably and unconditionally agree that, if any amounts are outstanding under any
promissory note or other working capital loan extended to Acquiror or any Subsidiary of Acquiror by Sponsor, any Insider or any
of their respective Affiliates as of the Closing, then, notwithstanding the terms of such promissory note or other working capital
loan, Acquiror shall repay the outstanding amounts under such promissory note or other working capital loan at the Closing solely
in cash, and none of the Sponsor, any Insider or their respective Affiliates, as applicable, shall require any portion of such
repayment to occur in the form of warrants to purchase any securities of Acquiror or any other form.


 


(c)
During the period commencing on the date of this Letter Agreement and ending on the earlier of the Closing and the termination
of the Merger Agreement, neither the Sponsor nor any Insider shall modify or amend any Contract between or among the Sponsor or
any Insider, anyone related by blood, marriage or adoption to the Sponsor or any Insider, on the one hand, and Acquiror or any
of Acquiror’s Subsidiaries, on the other hand.


 


(d)
The Underwriter 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, 6(a), 6(b), and 9, as applicable, of this Letter Agreement.


 


(e)
Acquiror 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, 6, 7, 9, 12 and 13, as applicable, of this Letter Agreement.


 



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(f)
Monetary damages may not be an adequate remedy for such breach.


 


(g)
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.


 


(h)
All of the obligations of the Sponsor and Insiders are for the benefit of, and enforceable solely by, Acquiror and the Company.


 


6.
(a) Notwithstanding the provisions set forth in paragraph 3, in the event:


 


(i)
The Closing does not occur for any reason (including, without limitation, as a result of the valid termination of the Merger Agreement),
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 Acquiror’s initial Business
Combination and (B) subsequent to the initial Business Combination, (x) the date on which Acquiror 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 Acquiror’s initial
Business Combination.


 


(ii)
The Closing occurs, the Sponsor and each Insider agrees that it, he or she shall not Transfer any Lock-Up Securities until six
months after the completion of the Merger; provided, that in no event will the Sponsor or any Insider Transfer any Alignment Shares
prior to their conversion into Class A Common Stock.


 


(b)
Notwithstanding the provisions set forth in paragraphs 6(a), 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 6(d)), are permitted (i) to Acquiror’s directors or officers, any affiliates or
family members of any of Acquiror’s directors or officers, any members of the Sponsor, or any affiliates of the Sponsor,
(ii) 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,
(iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (iv) in the case
of an individual, pursuant to a qualified domestic relations order, (v) by private sales or Transfers made in connection with
the consummation of Acquiror’s Business Combination at prices no greater than the price at which the securities were originally
purchased, (vi) in the event of Acquiror’s liquidation prior to Acquiror’s completion of an initial Business Combination,
(vii) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended, upon dissolution
of the Sponsor or (viii) in the event of Acquiror’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 Acquiror’s completion of an initial Business Combination;
provided, however, that in the case of clauses (i) through (v), these permitted transferees must enter into a written
agreement with Acquiror agreeing to be bound by the Transfer restrictions and other applicable restrictions in this Letter Agreement.


 



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7.
Each of the Sponsor and each Insider agree to return to Acquiror for cancellation without consideration any Alignment Shares that
it, he or she holds if such Alignment Shares have not converted into shares of Class A Common Stock nine years after the initial
Business Combination.


 


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 Acquiror, 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 Acquiror, if any, is true and accurate in all respects.
The Sponsor and each Insider represents and warrants that (a) 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, (b) 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 (c) it, he or she is not currently a defendant in any such criminal proceeding.


 


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 Acquiror, shall receive from Acquiror 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 Acquiror’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 Acquiror.


 



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11.
As used herein: (a) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving Acquiror and one or more businesses; (b) “Shares”
shall mean, collectively, the shares of Class A Common Stock, the Founder Shares and the Alignment Shares, any shares of Class
A Common Stock or other equity securities of Acquiror that are issued to Sponsor or any Insider after the date of this Letter
Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of
Class A Common Stock or warrants of, on or affecting the shares of Class A Common Stock owned by Sponsor or any Insider or otherwise,
any shares of Class A Common Stock or other equity securities of Acquiror Sponsor or any Insider purchases or otherwise acquires
beneficial ownership of after the date of this Letter Agreement, or any shares of Class A Common Stock or other equity securities
of Acquiror the Sponsor or any Insider acquires the right to vote or share in the voting of any shares of Class A Common Stock
or other equity securities of Acquiror after the date of this Letter Agreement; (c) “Founder Shares”
shall mean the 3,833,333 shares of Class B common stock, par value $0.0001 per share, of Acquiror issued and outstanding
immediately prior to the consummation of the Public Offering; (d) “Alignment Shares” shall mean the
5,750,000 shares of Class C common stock, par value $0.0001 per share, of Acquiror issued and outstanding immediately prior to
the consummation of the Public Offering; (e) “Lock-up Securities” shall mean the shares of Class A Common
Stock and any other equity securities convertible into or exercisable or exchangeable for shares of Class A Common Stock, including
the Founder Shares, Alignment Shares, Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise,
conversion or exchange of any of the foregoing, in each case, held by the Sponsor and each Insider immediately following the Closing
(other than shares of Class A Common Stock acquired by the Sponsor or each Insider in the public market); (f) “Prospectus”
shall mean the registration statement on Form S-1 and prospectus filed by Acquiror with the Securities and Exchange Commission
(the “Commission”), pursuant to which the Units were sold in the Public Offering; (g) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares and/or Alignment Shares; (h) “Private
Placement Warrants” shall mean the Warrants to purchase an aggregate of 5,166,667 shares of Class A Common Stock
of Acquiror that the Sponsor has purchased for an aggregate purchase price of $7,750,000 in the aggregate, or $1.50 per Warrant,
in a private placement that occurred substantially concurrently with the consummation of the Public Offering; (i) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (j) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering was deposited; (k) “Transfer”
shall mean the (i) 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, (ii) 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 (iii) public announcement of any intention to effect
any transaction specified in clause (i) or (ii) herein; and (l) “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: (i) a “person” or “group” within the meaning of
Section 13(d) of the Exchange Act, other than Acquiror, any of its wholly owned subsidiaries and Acquiror’s and its wholly-owned
subsidiaries’ respective employee benefit plans, (A) 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 (B) has filed a Schedule TO or any schedule, form or report under the Exchange Act disclosing that an event described in clause
(A) 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; (ii) the consummation of (A) 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, (B) any share exchange,
consolidation or merger of Acquiror 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 (C) any sale, lease or other transfer
in one transaction or a series of transactions of all or substantially all of Acquiror’s or its consolidated assets, taken
as a whole, to any person or entity (other than one of Acquiror’s wholly owned subsidiaries); provided, however,
that a transaction described in clauses (A) or (B) in which the holders of all classes of Acquiror’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 (ii); (iii) Acquiror’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 (ii)(B) above); or (iv) 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 (i) or (ii) 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 and the Merger Agreement, together with the other agreements, exhibits, schedules and other documents referenced
herein and therein, constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersede 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 (a) each Insider that is the subject of any such change, amendment modification or waiver,
(b) the Sponsor, (c) Acquiror and (d) the Company.


 


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 (except that, following any valid termination of the Merger Agreement, no consent from
the Company shall be required). 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
Company, Acquiror, 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.


 



    9


     

    

 


15.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (a) 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 (b) 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.
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 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.


 


19.
Each party hereto that is also a party to that certain Registration Rights Agreement, dated as of December 7, 2020, by and among
Acquiror, the Sponsor and the other parties signatory thereto (the “Existing Registration Rights Agreement”),
hereby agrees to amend and restate the Existing Registration Rights Agreement, effective as of the Closing. At or prior to the
Closing, the Sponsor and each Insider shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and
Restated Registration Rights Agreement, by and among Acquiror, the Company and certain other parties thereto, in substantially
the form attached as Exhibit C to the Merger Agreement.


 


[Signature
page follows]


 




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	 	Sincerely,
	 	 
	 	RAAC MANAGEMENT LLC
	 	 	 	 
	 	By:	/s/ John K. Delaney
	 	 	Name: 	John K. Delaney
	 	 	Title:  	Authorized Signatory


 


	 	/s/ John K. Delaney
	 	John K. Delaney
	 	 
	 	/s/ Stephen M. Case
	 	Stephen M. Case
	 	 
	 	/s/ Steven A. Museles
	 	Steven A. Museles
	 	 
	 	/s/ Phyllis R. Caldwell
	 	Phyllis R. Caldwell
	 	 
	 	/s/ Jason M. Fish
	 	Jason M. Fish
	 	 
	 	/s/ Andrew Wallace
	 	Andrew Wallace


 


[Signature
Page to A&R Acquiror Sponsor Letter Agreement]


 



     


     

    

 


Acknowledged
and Agreed:


 


	Revolution Acceleration Acquisition Corp	 
	 	 	 	 
	By:	/s/ John K. Delaney	 
	 	Name: 	John K. Delaney	 
	 	Title:	Chief Executive Officer	 


 


[Signature
Page to A&R Acquiror Sponsor Letter Agreement]


 




     


     

    

 


	Acknowledged and Agreed:	 
	 	 
	BERKSHIRE
    GREY, INC.	 
	 	 	 
	By:	/s/ Thomas Wagner	 
	 	Name:	Thomas Wagner	 
	 	Title:	Chief Executive Officer	 


 


[Signature
Page to A&R Acquiror Sponsor Letter Agreement]