Exhibit
10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of February [__], 2021
by and between Revolution Helathcare Acquisition Corp., a Delaware corporation (the “Company”), and
Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-[     ] (the “Registration Statement”) and
prospectus (the “Prospectus”) for the initial public offering of the Company’s SAILSM
securities (Stakeholder Aligned Initial Listing) (the “SAILSM securities”), each of which
consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common
Stock”), and one-fifth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
share of Class A Common Stock (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley
 & Co. LLC as the underwriter (the “Underwriter”); and


 


WHEREAS,
as described in the Prospectus, $500,000,000 of the gross proceeds of the Offering and sale of the SAILSM securities
(as defined in the Underwriting Agreement) (or $575,000,000 if the Underwriter’s over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders of shares of Class A Common Stock
included in the SAILSM securities issued in the Offering as hereinafter provided (the amount to be delivered to the
Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
simultaneously with the Offering, the Company’s sponsor, REV Sponsor LLC (the “Sponsor”) and certain
directors of the Company will purchase 11,333,333 warrants (“Private Placement Warrants”) from the Company
for an aggregate purchase price of $17,000,000 (1,000,000 or 12,333,333 Private Placement Warrants for an aggregate purchase price
of $18,500,000 if the Underwriter’s over-allotment option is exercised in full); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


		1.	Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:



 


(a)       Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee in the United States at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is
reasonably satisfactory to the Company;


 



    


     


    




(b)       Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)       In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee
may earn bank credits or other consideration;


 


(d)       Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)       Promptly
notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f)       Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)       Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)       Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 


(i)        Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive
Officer, Chief Financial Officer, Secretary or Chairman of the Board of Directors of the Company (the
 “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay its franchise and income taxes (and up to $100,000 of interest that may be
released to the Company to pay dissolution expenses, if applicable), only as directed in the Termination Letter and the other
documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of the Offering and
(2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and
restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in
which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company
to pay its franchise and income taxes (up to $100,000 of interest that may be released to the Company to pay dissolution
expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in
the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the
Trustee begins to liquidate the Property because it has received no such Termination Letter by the date which is the later of
(1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation, the Trustee shall keep
the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public
Stockholders. It is acknowledged and agreed that there should be no reduction in the principal amount initially deposited in
the Trust Account;


 






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 (j)        Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Withdrawal Instruction”), withdraw from the Trust Account and distribute to
the Company the amount of interest earned on the Property requested by the Company to cover any franchise or income tax obligations
owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall
be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward
such payment to the relevant taxing authority, if such distribution is for a tax obligation; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such
assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; so long as there
is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that
if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by
a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial
officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(k)       Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
to the remitting brokers on behalf of Public Stockholders redeeming Class A Common Stock the amount required to pay redeemed Class
A Common Stock from Public Stockholders; and


 


(l)        Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


		2.	Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:



 


(a)       Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer,
Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), (j) and (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 



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(b)       Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross
negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)       Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to, or on behalf of, the Company pursuant
to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first
annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges
of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b)
hereof;


 


(d)       In
connection with any vote of the Company’s stockholders regarding a merger, share exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote
of such stockholders regarding such Business Combination;


 


(e)       In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee
disbursement instructions which would be prohibited under this Agreement;


 


(f)       Provide
the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 



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(g)       Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement;


 


(h)       Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in a form
substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to the account or
accounts directed by the Underwriter;


 


(i)       Within
five business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred
Discount;


 


(j)       In
the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such
refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount
of such income tax refund; and


 


(k)       If
the Company seeks to amend any provisions of its certificate of incorporation that would affect the substance or timing of the
Company’s Public Stockholders’ ability to convert or sell their shares to the Company in connection with a Business
Combination or which would adversely affect the rights of holders of the Class A Common Stock, (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form
of Exhibit D providing instructions for the distribution of funds to Public Stockholders who exercise their conversion
option in connection with such Amendment.


 


		3.	Limitations
of Liability. The Trustee shall have no responsibility or liability to:



 


(a)       Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)       Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)       Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given
as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(d)       Change
the investment of any Property, other than in compliance with Section 1 hereof;


 


(e)       Refund
any depreciation in principal of any Property;


 



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(f)        Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g)       The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but
also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with
reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h)       Verify
the accuracy of the information contained in the Registration Statement;


 


(i)        Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(j)        File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;


 


(k)       Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but
not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(l)        Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
(j) and (k) hereof.


 


4.             Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.             Termination.
This Agreement shall terminate as follows:


 


(a)       If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its
reasonable efforts to locate a successor trustee,  pending which the Trustee shall continue to act in accordance with
this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company
and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust
Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does
not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may
submit an application to have the Property deposited with any court in the State of New York or with the United States
District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or


 






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 (b)       At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


		6.	Miscellaneous.



 


(a)       The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to
funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)       This
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. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)       This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a
writing signed by each of the parties hereto.


 






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 (d)       This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent
of the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is, and
shall be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either
(i) the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware
General Corporation Law, as amended (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding
voting power of the Class A Common Stock and Class B common stock, par value $0.0001 per share (“Class B Common Stock”),
of the Company voting together as a single class, have voted in favor of such change, amendment or modification, or (ii) the Company’s
stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding voting power of
the Class A Common Stock and Class B Common Stock voting together as a single class, have delivered to such entity a signed writing
approving such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated
his election to redeem his shares of Class A Common Stock in connection with a stockholder vote sought to amend this Agreement.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely
conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any
party for executing the proposed amendment in reliance thereon.


 


(e)       The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f)        Any
notice, consent or request to be given in connection with any of the terms or provisions of this 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 by electronic mail:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:

E-mail:


 


if
to the Company, to:


 


Revolution
Healthcare Acquisition Corp.

20 University Road

Cambridge, Massachusetts 02138

Attn: Jay Markowitz

E-mail:  jsm@archventure.com


 


in
each case, with copies to:


 


Kirkland
 & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn: Christian Nagler, Esq. 


E-Mail:
cnagler@kirkland.com


 






    8


     


    




and


 


Morgan
Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Attn.: Ross Cohen

E-mail: Ross.D.Cohen@morganstanley.com


 


and


 


Goodwin
Procter LLP

100 Northern Avenue

Boston, MA 02210

Attn: Jocelyn Arel 


      Daniel
J. Espinoza 


E-mail: 
JArel@goodwinlaw.com 


     DEspinoza@goodwinlaw.com


 


(g)       No
party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of the other person
or entity.


 


(h)       Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(i)        This
Agreement is the joint product of the Trustee 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.


 


(j)        This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(k)       Each
of the Company and the Trustee hereby acknowledges and agrees that Morgan Stanley & Co. LLC, as Underwriter, is a third party
beneficiary of this Agreement.


 


[Signature
Page Follows]


 









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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	 	 
	 	 	Name: James Kiszka	 
	 	 	Title: Senior
    Relationship Manager	 


 


	 	REVOLUTION
    HEALTHCARE ACQUISITION CORP.
	 	 
	 	By:	 	 
	 	 	Name: Jay Markowitz	 
	 	 	Title: Chief
    Executive Officer	 


 


[Signature
Page to Investment Management Trust Agreement]


 









    


     


    

[SCHEDULE
A]


 


	Fee
    Item
    	 	Time
    and method of payment
    	 	 	Amount
	Initial
    acceptance fee	 	Initial
    closing of the Offering by wire transfer	 	$	[3,500.00]
	 	 	 	 	 	 
	Annual
    fee	 	First
    year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by
    wire transfer or check	 	$	[10,000.00]
	Transaction
    processing fee for disbursements to Company under Sections 1(i), (j) and (k)	 	Billed
    company following disbursement made to Company under Section 1	 	$	[250.00]
	 	 	 	 	 	 
	Paying
    Agent services as required pursuant to Section 1(i) and Section 1(k)	 	Billed
    to Company upon delivery of service pursuant to Section 1(i) and Section 1(k)	 	 	[Prevailing
    rates]





 






    


     


    




EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Revolution Healthcare Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2021 (the
 “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target
Business”) to consummate a business combination with the Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation
of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account, and to transfer the proceeds into the trust operating account at [J.P. Morgan Chase Bank, N.A.] to the effect that, on
the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the
trust operating account at [J.P. Morgan Chase Bank, N.A.] awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the
 “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer,
which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held
and (b) joint written instruction signed by the Company and Morgan Stanley & Co. LLC with respect to the transfer of the funds
held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by
the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as
to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the
distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under the Trust Agreement shall be terminated.


  






    A-1


     


    

In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust
Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 	 	 
	 	REVOLUTION
    HEALTHCARE ACQUISITION CORP.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


cc:
Morgan Stanley & Co. LLC


 









    A-2


     


    

EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Revolution Healthcare Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2021 (the
 “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination
transaction with a Target Business (the “Business Combination”) within the time frame specified in the
Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to
the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account
on , 20 and to transfer the total proceeds into the trust operating account at [J.P. Morgan Chase Bank, N.A.] to await distribution
to the Public Stockholders. The Company has selected [ ] as the effective date for the purpose of determining when the Public
Stockholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be
earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying
Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s
Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation
of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 	 	 
	 	REVOLUTION HEALTHCARE ACQUISITION
    CORP.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


cc:
Morgan Stanley & Co. LLC


 









    B-1


     


    

EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Tax Payment Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Revolution Healthcare Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2021 (“Trust
Agreement”), the Company hereby requests that you deliver to the Company $_____________ of the interest income earned
on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the
Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 	 	 
	 	REVOLUTION HEALTHCARE ACQUISITION
    CORP.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


cc:
Morgan Stanley & Co. LLC


 









    C-1


     


    

EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Shareholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Reference
is made to the Investment Management Trust Agreement between Health Assurance Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2021 (“Trust
Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in
the Trust Agreement.


 


Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$[•] of the proceeds of the Trust Account to the trust operating account at [J.P. Morgan Chase Bank, N.A.] for distribution
to the stockholders that have requested conversion of their shares in connection with such Amendment.


 


	 	Very truly yours,
	 	 	 	 
	 	REVOLUTION HEALTHCARE ACQUISITION
    CORP.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


cc:
Morgan Stanley & Co. LLC


 






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