Exhibit 10.3


 


Execution Version


 


COMPANY STOCKHOLDERS SUPPORT AGREEMENT


 


This Company Stockholders
Support Agreement (this “Agreement”) is dated as of February 23, 2021, by and among Revolution Acceleration
Acquisition Corp, a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I hereto (each,
a “Company Stockholder” and, collectively, the “Company Stockholders”), and Berkshire Grey,
Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective
meanings ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, as of the date
hereof, the Company Stockholders are the holders of record and the “beneficial owners” (within the meaning of Rule
13d-3 under the Exchange Act) of such number of shares of such classes or series of the capital stock of the Company as are indicated
opposite each of their names on Schedule I attached hereto (all such shares of capital stock of the Company, together with
any shares of capital stock of the Company of which ownership of record or the power to vote (including, without limitation, by
proxy or power of attorney) is hereafter acquired by any such Company Stockholder during the period from the date hereof through
the Expiration Time (as defined below) are referred to herein as the “Subject Shares”);


 


WHEREAS, contemporaneously
with the execution and delivery of this Agreement, Acquiror, Pickup Merger Corp, a Delaware corporation and a direct wholly owned
subsidiary of Acquiror (“Merger Sub”), and the Company, have entered into an Agreement and Plan of Merger (as
amended or modified from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to which,
among other transactions, Merger Sub is to merge with and into the Company, with the Company continuing on as the surviving corporation
and a wholly owned subsidiary of Acquiror on the terms and conditions set forth therein and in accordance with the General Corporation
Law of the State of Delaware (the “DGCL”) (the “Merger”); and


 


WHEREAS, as an inducement
to Acquiror and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties
hereto desire to agree to certain matters as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:


 


ARTICLE
I

stockholder SUPPORT AGREEMENT; COVENANTS


 


Section 1.1 Binding
Effect of Merger Agreement. Each Company Stockholder hereby acknowledges that it has read the Merger Agreement and this Agreement
and has had the opportunity to consult with its tax and legal advisors. Each Company Stockholder shall be bound by and comply with
Sections 6.6 (Acquisition Proposals) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions
contained in any such Sections) as if (a) such Company Stockholder was an original signatory to the Merger Agreement with respect
to such provisions, and (b) each reference to the “Company” contained in Section 6.6 of the Merger Agreement (other
than Section 6.6(a) or for purposes of the definition of Acquisition Proposal) also referred to each such Company Stockholder.


 






     


     


    

 


Section 1.2 No Transfer.
During the period commencing on the date hereof and ending on the earlier of (a) the Effective Time, and (b) such date and time
as the Merger Agreement shall be terminated (the earlier of clauses (a) and (b), the “Expiration Time”), each
Company Stockholder shall not (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, file (or participate in the filing of) a registration statement
with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Shares,
(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 Subject Shares (clauses (i) and (ii) collectively, a “Transfer”) or (iii) publicly announce
any intention to effect any transaction specified in clause (i) or (ii); provided, however, that the foregoing shall
not prohibit Transfers between the Company Stockholder and any Affiliate of the Company Stockholder, so long as, prior to and as
a condition to the effectiveness of any such Transfer, such Affiliate executes and delivers to Acquiror a joinder to this Agreement
in the form attached hereto as Annex A.


 


Section 1.3 New Shares.
In the event that, (a) any Subject Shares are issued to a Company Stockholder after the date of this Agreement pursuant to any
stock dividend, stock split, recapitalization, reclassification, combination or exchange of Subject Shares or otherwise, (b) a
Company Stockholder purchases or otherwise acquires beneficial ownership of any Subject Shares after the date of this Agreement,
or (c) a Company Stockholder acquires the right to vote or share in the voting of any Subject Shares after the date of this Agreement
(collectively, the “New Securities”), then such New Securities acquired or purchased by such Company Stockholder
shall be subject to the terms of this Agreement to the same extent as if they constituted the Subject Shares owned by such Company
Stockholder as of the date hereof.


 






     


     


    

 


Section 1.4 Company
Stockholder Agreements. Hereafter until the Expiration Time, each Company Stockholder hereby (except in the case of an Adverse
Amendment) unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or
postponement thereof), and in any action by written consent of the stockholders of the Company distributed by the Board of Directors
of the Company or otherwise undertaken as contemplated by the Merger Agreement or the transactions contemplated thereby, including
in the form attached hereto as Exhibit A (which written consent shall be delivered promptly, and in any event within two
(2) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) is declared effective and delivered
or otherwise made available to the stockholders of Acquiror), such Company Stockholder shall, if a meeting is held, appear at the
meeting, in person or by proxy, or otherwise cause its Subject Shares (to the extent such Subject Shares are entitled to vote on
or provide consent with respect to such matter) to be counted as present thereat for purposes of establishing a quorum, and such
Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject
Shares (to the extent such Subject Shares are entitled to vote on or provide consent with respect to such matter):


 


(a) to approve and
adopt the Merger Agreement and the documents contemplated thereby, and the transactions contemplated thereby, including the Merger;


 


(b) to approve the
Company Preferred Conversion through the Company Preferred Stockholders Approval;


 


(c) in any other circumstances
upon which a consent, waiver or other approval may be required under the Company’s Governing Documents or under any agreements
between the Company and its stockholders, including, without limitation, the (i) Amended and Restated Investors’ Rights Agreement,
dated as of June 28, 2019, by and among the Company, Thomas Wagner (the “Key Holder”), and each of the investors
listed on Schedule A thereto, (ii) Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of June 28, 2019,
by and among the Company, the Key Holder and each of the investors listed on Schedule A thereto, (iii) Amended and Restated Voting
Agreement, dated as of June 28, 2019, by and among the Company, the Key Holder and each of the investors listed on Schedule A thereto,
and (iv) Series B-2 Preferred Stock Purchase Agreement, dated as of June 28, 2019, by and between the Company and SoftBank Group
Corp. ((i) through (iv), collectively, the “Investor Documents”), to vote, consent, waive or approve (or cause
to be voted, consented, waived or approved) all of such Company Stockholder’s Subject Shares held at such time to implement
the Merger Agreement and the transactions contemplated thereby;


 


(d) against any merger
agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation
or winding up of or by the Company (other than the Merger Agreement and the transactions contemplated thereby, including the Merger);
and


 


(e) against any proposal,
action or agreement that would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement,
the Merger Agreement or the transactions contemplated by the Merger Agreement, including the Merger, (B) result in a breach in
any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement
or (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled.


 


Each Company Stockholder
hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing.


 


Section 1.5 Affiliate
Agreements. Each Company Stockholder, severally and not jointly, hereby agrees and consents to the termination of all Affiliate
Agreements (other than those set forth on Section 6.4 of the Company Disclosure Letter) to which such Company Stockholder is party,
effective as of the Effective Time without any further liability or obligation to the Company, the Company’s Subsidiaries
or Acquiror.


 


Section 1.6 Registration
Rights Agreement. Each of the Company Stockholders set forth on Schedule II, on behalf of itself, agrees that it will
deliver, substantially simultaneously with the Effective Time, a duly-executed copy of the Amended and Restated Registration Rights
Agreement substantially in the form attached as Exhibit C to the Merger Agreement.


 






     


     


    

 


Section 1.7 Further
Assurances. Each Company Stockholder shall take, or cause to be taken, all such further actions and do, or cause to be done,
all things reasonably necessary (including under applicable Laws) to effect the actions required to consummate the Merger and the
other transactions contemplated by this Agreement and the Merger Agreement, in each case, on the terms and subject to the conditions
set forth therein and herein, as applicable.


 


Section 1.8 No Inconsistent
Agreement. Each Company Stockholder hereby represents and covenants that such Company Stockholder has not entered into, and
shall not enter into, any agreement that would restrict, limit or interfere with the performance of such Company Stockholder’s
obligations hereunder.


 


Section 1.9 No Challenges.
Each Company Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary
to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Acquiror, Merger Sub,
the Company or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation
of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation,
negotiation or entry into the Merger Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit such
Company Stockholder from enforcing such Company Stockholder’s rights under this Agreement and the other agreements entered
into by such Company Stockholder in connection with the Merger Agreement and the transactions contemplated thereby, including such
Company Stockholder’s right to receive such Company Stockholder’s portion of the Aggregate Merger Consideration as
provided in the Merger Agreement.


 


Section 1.10 Consent
to Disclosure. Each Company Stockholder hereby consents to the publication and disclosure in the Proxy Statement/Registration
Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities,
any other documents or communications provided by Acquiror or the Company to any Governmental Authority or to securityholders of
Acquiror) of such Company Stockholder’s identity and beneficial ownership of Subject Shares and the nature of such Company
Stockholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate
by Acquiror or the Company, a copy of this Agreement. Each Company Stockholder will promptly provide any information reasonably
requested by Acquiror or the Company for any regulatory application or filing made or approval sought in connection with the transactions
contemplated by the Merger Agreement (including filings with the SEC), subject to confidentiality obligations that may be applicable
to information furnished to the Company or any of the Company’s Subsidiaries by third parties that may be in the Company’s
or any of its Subsidiaries’ possession from time to time, and except for any information that is subject to attorney-client
privilege (provided, that to the extent reasonably possible, the parties shall cooperate in good faith to permit disclosure of
such information in a manner that preserves such privilege or compliance with such confidentiality obligation), to the extent permitted
by applicable Law.


 






     


     


    

 


Section 1.11 No Agreement
as Director or Officer. Notwithstanding anything to the contrary herein, each Company Stockholder is entering into this Agreement
solely in the Company Stockholder’s capacity as record or beneficial owner of Subject Shares and nothing herein is intended
to or shall limit or affect any actions taken by any employee, officer, director (or person performing similar functions), partner
or other Affiliate (including, for this purpose, any appointee or representative of the Company Stockholder to the board of directors
of the Company) of the Company Stockholder, solely in his or her capacity as a director or officer of the Company (or a Subsidiary
of the Company) or other fiduciary capacity for the Company Stockholders.


 


Section 1.12 Waiver
of Appraisal Rights. Each Company Stockholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived
and to prevent the assertion, exercise or perfection of, any rights of appraisal, any dissenters’ rights and any similar
rights (including any notice requirements related thereto) relating to the Merger that such Company Stockholder or any Affiliate
of such Company Stockholder may have by virtue of, or with respect to, any capital stock of the Company owned by such Company Stockholder
(including all rights under Section 262 of the DGCL).


 


ARTICLE
II

REPRESENTATIONS AND WARRANTIES


 


Section 2.1 Representations
and Warranties of the Company Stockholders. Each Company Stockholder represents and warrants as of the date hereof to Acquiror
and the Company (severally and not jointly, and solely with respect to itself, himself or herself and not with respect to any other
Company Stockholder) as follows:


 


(a) Organization;
Due Authorization. If such Company Stockholder is not an individual, it is duly organized, validly existing and in good standing
under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and
performance of this Agreement and the consummation of the transactions contemplated hereby are within such Company Stockholder’s
corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited
liability company or organizational actions on the part of such Company Stockholder. If such Company Stockholder is an individual,
such Company Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his
or her obligations hereunder. This Agreement has been duly executed and delivered by such Company Stockholder and, assuming due
authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding
obligation of such Company Stockholder, enforceable against such Company Stockholder in accordance with the terms hereof (except
as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles
of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed
in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement
on behalf of the applicable Company Stockholder.


 






     


     


    

 


(b) Ownership.
Such Company Stockholder is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of
such Company Stockholder’s Subject Shares, and there exist no Liens or any other limitation or restriction (including any
restriction on the right to vote, sell or otherwise dispose of such Subject Shares (other than transfer restrictions under the
Securities Act)) affecting any such Subject Shares, other than Liens (a) pursuant to (i) this Agreement, (ii) the Company’s
Governing Documents, (iii) the Merger Agreement, (iv) the Investor Documents, or (v) any applicable securities Laws or (b) that
would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Company Stockholder
to perform its obligations under this Agreement or the consummation of the transactions contemplated by this Agreement or the Merger
Agreement. Such Company Stockholder’s Subject Shares are the only equity securities in the Company owned of record or beneficially
by such Company Stockholder on the date of this Agreement, and none of such Company Stockholder’s Subject Shares are subject
to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares. Other than as set
forth opposite such Company Stockholder’s name on Schedule I, such Company Stockholder does not hold or own any rights
to acquire (directly or indirectly) any equity securities of the Company or any equity securities convertible into, or which can
be exchanged for, equity securities of the Company.


 


(c) No Conflicts.
The execution and delivery of this Agreement by such Company Stockholder does not, and the performance by such Company Stockholder
of his, her or its obligations hereunder will not, (i) if such Company Stockholder is not an individual, conflict with or result
in a violation of the organizational documents of such Company Stockholder or (ii) require any consent or approval that has not
been given or other action that has not been taken by any Person (including under any Contract binding upon such Company Stockholder
or such Company Stockholder’s Subject Shares), in each case, to the extent such consent, approval or other action would prevent,
enjoin or materially delay the performance by such Company Stockholder of its, his or her obligations under this Agreement.


 


(d) Litigation.
There are no Actions pending against such Company Stockholder, or, to the knowledge of such Company Stockholder, threatened against
such Company Stockholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental
Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Company Stockholder
of its, his or her obligations under this Agreement.


 


(e) Adequate Information.
Such Company Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition
of Acquiror and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Merger
Agreement and has independently and without reliance upon Acquiror or the Company and based on such information as such Company
Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Company Stockholder acknowledges
that Acquiror and the Company have not made and do not make any representation or warranty, whether express or implied, of any
kind or character except as expressly set forth in this Agreement. Such Company Stockholder acknowledges that the agreements contained
herein with respect to the Subject Shares held by such Company Stockholder are irrevocable.


 






     


     


    

 


(f) Brokerage Fees.
Except as described on Section 4.16 of the Company Disclosure Letter, no broker, finder, investment banker or other Person is entitled
to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger Agreement
based upon arrangements made by such Company Stockholder, for which the Company or any of its Affiliates may become liable.


 


(g) Acknowledgment.
Such Company Stockholder understands and acknowledges that each of Acquiror and the Company is entering into the Merger Agreement
in reliance upon such Company Stockholder’s execution and delivery of this Agreement.


 


Section 2.2 No Other
Representations or Warranties. Except for the representations and warranties made by each Company Stockholder in this ARTICLE
II, no Company Stockholder nor any other Person makes any express or implied representation or warranty to Acquiror in connection
with this Agreement or the transactions contemplated by this Agreement, and each Company Stockholder expressly disclaims any such
other representations or warranties.


 


ARTICLE
III

MISCELLANEOUS


 


Section 3.1 Termination.
This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) the Expiration
Time and (b) the written agreement of Acquiror, the Company and such Company Stockholder; provided, however, that each Company
Stockholder may, in its sole discretion, terminate this Agreement, solely with respect to such Company Stockholder, following any
material modification or amendment to, or the waiver of any provision of, the Merger Agreement, as in effect on the date hereof,
(i) that reduces the aggregate amount or form of consideration payable to the Company Stockholder in respect of such Company Stockholder’s
Subject Shares in a manner that is materially and disproportionately adverse to such Company Stockholder relative to other Company
Stockholders, (ii) in a manner that would require the prior written consent of the stockholders of the Company without the consent
of the requisite stockholders of the Company required for such amendment, modification or waiver in accordance with this Agreement,
the Company’s Governing Documents, the Investor Documents or the Delaware General Corporation Law, as applicable, or (iii)
if the Company Stockholder is a holder of one or more series or classes of the Company’s Preferred Stock and such amendment,
modification or waiver would be materially and disproportionately adverse to such Preferred Stock relative to the Common Stock
and/or other Preferred Stock, except to the extent consented to in writing by Company Stockholders holding a majority of the outstanding
shares of the relevant class or series of Preferred Stock (any such amendment, an “Adverse Amendment”). Upon
such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or
other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no
party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract,
tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Agreement
shall not relieve any party hereto from liability arising in respect of any breach of this Agreement prior to such termination.
This ARTICLE III shall survive the termination of this Agreement.


 






     


     


    

 


Section 3.2 Governing
Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of
or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action
based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) will be governed
by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed
entirely within such State.


 


Section 3.3 CONSENT
TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a) THE PARTIES TO
THIS AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR, TO THE EXTENT SUCH COURT
DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE STATE COURTS LOCATED IN WILMINGTON, DELAWARE OR THE COURTS OF THE UNITED STATES
LOCATED IN WILMINGTON, DELAWARE) IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND ANY RELATED
AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE, AND AGREE NOT TO ASSERT,
ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER
DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE
IN SUCH COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM
EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE ACTION IS IMPROPER. SERVICE OF PROCESS
WITH RESPECT THERETO MAY BE MADE UPON ANY PARTY TO THIS AGREEMENT BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED IN Section 3.8; PROVIDED,
HOWEVER, THAT SERVICE OF PROCESS TO FOREIGN PARTIES SHALL NOT BE EFFECTIVE UNLESS AND UNTIL A COPY SENT BY INTERNATIONALLY RECOGNIZED
COURIER AND E-MAIL IS RECEIVED AS PROVIDED IN SECTION 3.8.


 


(b) WAIVER OF TRIAL
BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III)
EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 3.3.


 






     


     


    

 


Section 3.4 Assignment.
This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will
be assigned (including by operation of law) without the prior written consent of the parties hereto.


 


Section 3.5 Specific
Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or, to the extent such court does
not have subject matter jurisdiction, the state courts located in Wilmington, Delaware or the courts of the United States located
in Wilmington, Delaware), this being in addition to any other remedy to which such party is entitled at law or in equity.


 


Section 3.6 Amendment;
Waiver. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by Acquiror, the Company and each of the Company Stockholders.


 


Section 3.7 Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part
or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 






     


     


    

 


Section 3.8 Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a)
when delivered in person, (b) other than with respect to parties located outside the United States (“Foreign Parties”),
when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested,
postage prepaid, (c) other than with respect to Foreign Parties, when delivered by FedEx or other nationally recognized overnight
delivery service, (d) with respect to Foreign Parties, when received by internationally recognized courier service or (e) when
e-mailed during normal business hours of the recipient (and otherwise as of the immediately following Business Day), addressed
as follows:


 


If to Acquiror:


 


Revolution Acceleration Acquisition Corp


1717 Rhode Island Avenue, NW, 10th Floor





Washington, D.C. 20036

Attention: John K. Delaney





Email:  





with a copy to (which will not constitute notice):


 


Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Attention:Stephen Arcano


                      Blair Thetford

Email:          

                     


 


If to the Company:


 


Berkshire Grey, Inc.





10 Maguire Road, Building 4, Suite 190





Lexington, MA 02421

Attention:  Christian Ehrbar


                    Scott
D’Amour


                    Mark
Fidler

Email:          


                    


                    


 


with a copy to (which will not constitute notice):


 


Goodwin Procter LLP

100 Northern Avenue


Boston, Massachusetts 02210


Attention:  Jocelyn M. Arel


                   Mark Opper





Email:       


                   


 


If to a Company Stockholder:


 


To such Company Stockholder’s address set forth
in Schedule I


 


with a copy to (which will not constitute notice):


 


Goodwin Proctor LLP

100 Northern Avenue


Boston, Massachusetts 02210


Attention:  Jocelyn M. Arel


                   Mark
Opper


Email:         


                    


 






     


     


    

 


Section 3.9 Counterparts.
This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of
which shall constitute an original, and all of which taken together shall constitute one and the same instrument.


 


Section 3.10 Several
Liability. The liability of any Company Stockholder hereunder is several (and not joint). Notwithstanding any other provision
of this Agreement, in no event will any Company Stockholder be liable for any other Company Stockholder’s breach of such
other Company Stockholder’s representations, warranties, covenants, or agreements contained in this Agreement.


 


Section 3.11 Entire
Agreement. This Agreement and the agreements referenced herein 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 to the extent they relate in any way to the subject matter hereof.


 


[THE REMAINDER OF THIS PAGE
IS INTENTIONALLY BLANK]


 






     


     


    

 


IN WITNESS WHEREOF,
the Company Stockholders, Acquiror, and the Company have each caused this Company Stockholders Support Agreement to be duly executed
as of the date first written above.


 


	 	COMPANY
    STOCKHOLDERS:
	 	 	 
	 	THOMAS
    WAGNER
	 	 	 
	 	By:	/s/
    Thomas Wagner
	 	Name: 	Thomas
    Wagner
	 	 	 
	 	KHOSLA
    VENTURES SEED B, LP
	 	 	 
	 	By:
    Khosla Ventures Seed Associates B, LLC, a Delaware limited liability company and general partner of Khosla Ventures Seed B,
    LP
	 	 	 
	 	By:	/s/
    John Demter
	 	Name:	John
    Demter  
	 	Title:	General
Counsel
	 	 	 
	 	KHOSLA
    VENTURES SEED B (CF), LP
	 	 	 
	 	By:
    Khosla Ventures Seed Associates B, LLC, a Delaware limited liability company and general partner of Khosla Ventures Seed B
    (CF), LP
	 	 	 
	 	By:	/s/
    John Demter
	 	Name:	John
    Demter
	 	Title:	General
    Counsel
	 	 	 
	 	KHOSLA
    VENTURES V, LP
	 	 	 
	 	By:
    Khosla Ventures Associates V, LLC, a Delaware limited liability company and general partner of Khosla Ventures V, LP
	 	 	 
	 	By:	/s/
    John Demter
	 	Name:	John
    Demter
	 	Title:	General
    Counsel



 


[Signature Page to Company Stockholders Support Agreement]


 






     


     


    

 


	 	NEW
    ENTERPRISE ASSOCIATES 15, L.P.
	 	 
	 	By:
    NEA Partners 15, L.P., its general partner
	 	By:
    NEA 15 GP, LLC, its general partner
	 	 	 
	 	By:	/s/
    Louis Citron
	 	Name: 	Louis
    Citron
	 	Title:	Chief
    Legal Officer
	 	 	 
	 	NEA
    VENTURES 2016, LIMITED PARTNERSHIP
	 	 	 
	 	By:	/s/
    Louis Citron
	 	Name:	Louis
    Citron
	 	Title:	Chief
    Legal Officer
	 	 	 
	 	CANAAN
    X L.P.
	 	 	 
	 	By:
    Canaan Partners X LLC, its general partner
	 	 	 
	 	By:	/s/
    Hrach Simonian
	 	Name:	Hrach
    Simonian
	 	Title:	General
    Partner
	 	 	 
	 	SOFTBANK
    GROUP CORP.
	 	 	 
	 	By:	/s/
    Yoshimitsu Goto
	 	Name: 	Yoshimitsu
    Goto
	 	Title:	Board
    Director, Corporate Officer,
	 	 	Senior
    Vice President, CFO, CISO & CSusO



 


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	 	ACQUIROR:
	 	 	 
	 	REVOLUTION
    ACCELERATION ACQUISITION CORP
	 	 	 
	 	By:	/s/
    John K. Delaney
	 	Name: 	John
    K. Delaney
	 	Title:	Chief
    Executive Officer



 


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



 


[Signature Page to Company Stockholders Support Agreement]