Exhibit
10.9


 







February
[__], 2021


 


Revolution
Healthcare Acquisition Corp.

20 University Road

Cambridge, Massachusetts 02138


 


Morgan
Stanley & Co. LLC

1585 Broadway

New York, New York 10036


 


Re:    Initial Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
 “Underwriting Agreement”) to be entered into by and between Revolution Healthcare Acquisition Corp., a Delaware
corporation (the “Company”), and Morgan Stanley & Co. LLC (the “Underwriter”), relating
to an underwritten initial public offering (the “Public Offering”), of 57,500,000 of the Company’s SAILSM
securities (including up to 7,500,000 SAILSM securities granted to the Underwriter that may be purchased to cover
over-allotments, if any) (the “SAILSM securities”), each comprised 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 (each, a “Warrant”) entitles the holder thereof to purchase one share of Class
A Common Stock at a price of $11.50 per share, subject to adjustment. The SAILSM securities will be sold in the Public
Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) included therein,
filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company has applied
to have the SAILSM securities listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined
in paragraph 12 hereof.


 


In
order to induce the Company and the Underwriter to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, REV Sponsor LLC,
a Delaware limited liability company (the “Sponsor”), Health Assurance Economy Foundation, a Delaware nonprofit
nonstop corporation (the “Foundation”), and the undersigned individuals, each of whom is a member of the Company’s
board of directors, a nominee for membership on the board of directors and/or an executive officer of the Company (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1.            
It is acknowledged and agreed that the Company
shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor.
The Sponsor, the Foundation and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of capital stock owned by
it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Class A Common Stock owned by it,
him or her in connection with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by
engaging in a tender offer, the Sponsor, the Foundation and each Insider agrees that it, he or she will not sell or tender any
shares of Class A Common Stock owned by it, him or her in connection therewith.


 






     


     


    

 


2.            
The Sponsor, the Foundation and each Insider
hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from the closing
of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the Company’s
amended and restated certificate of incorporation, the Sponsor, the Foundation and each Insider shall take all reasonable steps
to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Class A Common
Stock sold as part of the SAILSM securities in the Public Offering (the “Offering Shares”), at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to
$100,000 of such net 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 liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,
subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements
of applicable law. The Sponsor, the Foundation and each Insider agrees to not propose any amendment to the Company’s amended
and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem
100% of the Offering Shares if the Company does not complete a Business Combination within 24 months from the closing of the Public
Offering or with respect to any other provisions relating to the rights of holders of our Class A Common Stock, unless the Company
provides its public stockholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided
by the number of then outstanding Offering Shares.


 


The
Sponsor, the Foundation and each Insider acknowledges that it or he or she has no right, title, interest or claim of any kind
in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company
with respect to the Alignment Shares held by it. The Sponsor, the Foundation and each Insider hereby further waives, with respect
to any shares of Class A Common Stock held by it or him, if any, any redemption rights it or he or she may have in connection
with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a
stockholder vote (i) to approve such Business Combination or in the context of a tender offer made by the Company to purchase
shares of Class A Common Stock (although the Sponsor, the Foundation the Insiders and their respective affiliates shall be entitled
to redemption and liquidation rights with respect to any shares of Class A Common Stock it or they hold if the Company fails to
consummate a Business Combination within 24 months from the date of the closing of the Public Offering) or (ii) to approve an
amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation
to redeem 100% of our public shares if we have not consummated a Business Combination within 24 months (or 27 months, if applicable)
from the closing of the initial public offering or with respect to any other material provisions relating to stockholders’
rights or pre- Business Combination activity.


 






     2


     


    

 


3.            
The undersigned acknowledges and agrees that
prior to entering into a definitive agreement for a Business Combination with a target company that is affiliated with the undersigned
or any other Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s
disinterested independent directors and the Company must obtain an opinion from an independent investment banking firm, which
is a member of the Financial Industry Regulatory Authority, or an independent accounting firm that such Business Combination is
fair to the Company’s unaffiliated stockholders from a financial point of view.


 


4.            
During the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor, the Foundation and each Insider shall not,
without the prior written consent of the Underwriter, Transfer any SAILSM securities, shares of Class A Common Stock,
Alignment Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock
owned by it or him. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer
not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement
to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


5.            
In the event of the liquidation of the Trust
Account the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers of the
Sponsor, or any of the other undersigned) (the “Indemnitor”) agrees to indemnify and hold harmless the Company
against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold
to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which the Company
has discussed entering into a transaction agreement (a “Target”); provided, however, that such
indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a
third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account
to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of
the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust
assets, in each case net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay franchise
and income 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 the Company’s indemnity of the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (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 the Company if, within 15 days following written receipt of notice of the claim
to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 






     3


     


    

 


6.            
To the extent that the Underwriter does not exercise
its option to purchase the additional SAILSM securities within 45 days from the date of the Prospectus in full (as
further described in the Prospectus), the Sponsor and the Foundation agree to automatically surrender to the Company for no consideration,
for cancellation at no cost, an aggregate number of Alignment Shares, on a pro rata basis, so that the number of Alignment Shares
will equal of 5% of the sum of the total number of shares of Class A Common Stock outstanding at such time. The Sponsor, the Foundation
and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will
effect a share capitalization or a share repurchase, as applicable, with respect to the Alignment Shares immediately prior to
the consummation of the Public Offering in such amount as to maintain the number of Alignment Shares at 5% of the sum of the total
number of shares of Class A Common Stock to be outstanding immediately after the consummation of the Public Offering.


 


7.            
(a) In order to minimize potential conflicts
of interest that may arise from multiple corporate affiliations, the Insiders hereby agree that until the earliest of the Company’s
initial Business Combination or liquidation, the Insiders shall present to the Company for its consideration, prior to presentation
to any other entity, any target candidate that has a fair market value of at least 80% of the net assets held in the Trust Account
(excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account),
subject to any existing or future fiduciary or contractual obligations the undersigned might have.


 


(b)          
[Reserved].


 


(c)           
The Sponsor, the Foundation and each Insider
hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably injured in the event of a breach
by such Sponsor, the Foundation or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4,
5, 6, 7(a), 8(a), 8(b), 8(c) and 10, as applicable, of this Letter Agreement
(ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


8.            
(a) The Sponsor, the Foundation and each Insider
agrees that it, he or she shall not Transfer any Alignment Shares (or shares of Class A Common Stock issuable upon conversion
thereof) until the earlier of (x) 180 days after the completion of the Company’s initial Business Combination or (y) the
date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for
cash, securities or other property (the “Alignment Shares Lock-up Period”).


 


(b)           
Reserved.


 






     4


     


    

 


(c)            
The Sponsor, the Foundation and each Insider
agrees that it, he or she shall not Transfer any Private Placement Warrants (and any shares of Class A Common Stock issued upon
conversion or exercise thereof), until 30 days after the completion of the Company’s initial Business Combination (the “Private
Placement Lock-up Period”, and together with the Performance Shares Lock-up Period and the Alignment Shares Lock-Up
Period the “Lock-up Periods”).


 


(d)           
Notwithstanding the provisions set forth in paragraphs
8(a), (b) and (c), Transfers of the Alignment Shares and Private Placement Warrants (and shares of Class A Common
Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and the Alignment Shares and that are
held by the Sponsor, the Foundation any Insider or any of their permitted transferees (that have complied with this paragraph
8(d)), are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any member of the Initial Stockholders, any affiliates or family members of any member of the Initial Stockholders,
any members or partners of the Company’s initial, or their affiliates, any affiliates of the Initial Stockholders, or any
employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate
family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person
or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of
the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers
made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the private
placement warrants or shares of Class A common stock, as applicable, were originally purchased; (f) by virtue of the Initial Stockholders’
organizational documents upon liquidation or dissolution of the Initial Stockholders; (g) to the Company for no value for cancellation
in connection with the consummation of the Company’s initial Business Combination; (h) in the event of the Company’s
liquidation prior to the completion of the Company’s initial Business Combination; or (i) in the event of the Company’s
completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s public
stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property subsequent
to the Company’s completion of the an initial Business Combination; provided, however, that in the case of
clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions
herein.


 


9.              
Each of the Insiders agrees to be a director
or officer of the Company, as applicable, until the earlier of the consummation by the Company of an initial Business Combination,
the liquidation of the Company, or his or her removal, death or incapacity. In the event of the removal or resignation of an Insider
as a director or officer (as applicable), each Insider agrees that he or she will not, prior to the consummation of the Business
Combination, without the prior express written consent of the Company, (i) use for the benefit of the undersigned or to the detriment
of the Company or (ii) disclose to any third party (unless required by law or governmental authority), any information regarding
a target candidate of the Company that is not generally known by persons outside of the Company, the Sponsor, or their respective
affiliates. The Sponsor, the Foundation and each Insider represents and warrants that it, he or she has never been suspended or
expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or
registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company (including any
such information included in the Prospectus) is true and accurate in all respects and does not omit any material information with
respect to the Insider’s background and contains all of the information required to be disclosed pursuant to Item 401 of
Regulation S-K, promulgated under the Securities Act. Each Insider’s questionnaire furnished to the Company and the Underwriter
is true and accurate in all material respects. Each Insider represents and warrants that: it, he or she is not subject to or a
respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; it or he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities and it or he or she is not currently a defendant in any such criminal proceeding.


 






     5


     


    

 




10.           
Except as disclosed in the Prospectus, neither
the Sponsor, the Foundation nor any Insider nor any affiliate of the Sponsor, the Foundation or any Insider, nor any director
or officer of the Company, shall receive from the Company 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 the Company’s initial Business Combination (regardless of the type of transaction that it is), other
than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial
Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment
to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support for a total of $10,000 per
month; interest earned on the funds held in the trust account may be released to the Company to pay its franchise and income tax
obligations; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an
initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to
time, made by the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with
an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination,
a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long
as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into Private
Placement Warrants at a price of $1.50 per Private Placement Warrant at the option of the lender.


 


11.           
The Sponsor, the Foundation 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 a director on the board of directors of the Company and hereby consents to being named in the Prospectus as a director
of the Company.


 






     6


     


    

 


12.           
As used herein, (i) “Business Combination”
shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one
or more businesses or entities; (ii) “Capital Stock” shall mean, collectively, the Class A Common Stock and
the Alignment Shares; (iii) “Alignment Shares” shall mean the 2,587,500 and 287,500 shares of the Company’s
Class B common stock, par value $0.0001 per share, held by the Initial Stockholders, respectively (up to 375,000 shares of which
are subject to complete or partial forfeiture by the Sponsor and Foundation on a pro rata basis if the over-allotment option is
not exercised by the Underwriter), for an aggregate purchase price of $25,000, or approximately $0.01 per share, prior to the
consummation of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor, Foundation and any Insider
that holds Alignment Shares; (v) “Private Placement Warrants” shall mean the warrants to purchase shares of
Class A Common Stock of the Company that will be acquired by the Sponsor for an aggregate purchase price of $18,500,000 (or $17,000,000
if the over-allotment option is not exercised by the Underwriter) or $1.50 per Private Placement Warrant, in a private placement
that shall close simultaneously with the consummation of the Public Offering (including Class A Common Stock issuable upon conversion
thereof); (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii)
 “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and
certain of the proceeds from the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


13.           
This Letter Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties
hereto.


 


14.           
No party hereto may assign either this Letter
Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, the Foundation and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


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 (i) all agree that any
action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction
and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.


 






     7


     


    

 


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 transmission.


 


17.           
This Letter Agreement shall terminate on the
earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided further that paragraph
5 of this Letter Agreement shall survive such liquidation.


 


[Signature
Page Follows]


 




     8


     


    

 





	 	Sincerely,
	 	 
	 	REV SPONSOR LLC
	 	 	 
	 	By:	 
	 	 	Name: Evan Sotiriou
	 	 	Title: Manager
	 	 	 
	 	By:	 
	 	 	Name: Jason Doren
	 	 	Title: Manager
	 	 	 
	 	HEALTH ASSURANCE ECONOMY FOUNDATION
	 	 	 
	 	By:	 
	 	 	Name: Karen Tsay
	 	 	Title: Authorized Representative
	 	 	 
	 	By:	 
	 	 	Jay Markowitz
	 	 	 
	 	By:	 
	 	 	Mark McDonnell
	 	 	 
	 	By:	 
	 	 	Jason Doren
	 	 	 
	 	By:	 
	 	 	Evan Sotiriou
	 	 	 
	 	By:	 
	 	 	Hemant Taneja



 


[Signature Page to Letter Agreement] 


 






     


     


    

 


	 	By:	 
	 	 	Robert Nelsen
	 	 	 
	 	By:	 
	 	 	Catherine Friedman
	 	 	 
	 	By:	 
	 	 	Jeff Leiden
	 	 	 
	 	By:	 
	 	 	Jennifer Schneider
	 	 	 
	 	By:	 
	 	 	Kris Engskov




 


Acknowledged
and Agreed:


 


REVOLUTION
HEALTHCARE ACQUISITION CORP.


 





	By:	 	 
	 	Name: Jay Markowitz	 
	 	Title: Chief Executive Officer	 




 

[Signature Page to Letter Agreement]