Exhibit
10.9


 


Revolution
Acceleration Acquisition Corp


1717
Rhode Island Avenue, NW 10th floor


Washington,
D.C. 20036


 


[●],
2020


 


RAAC
Management LLC 


1717
Rhode Island Avenue, NW 10th floor 


Washington,
D.C. 20036


 


		Re:	Administrative
                                         Services Agreement



 


Gentlemen:


 


This
letter agreement by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”),
and RAAC Management LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date
hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital
Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an
initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form
S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as
the “Termination Date”):


 


		1.	The
                                         Sponsor shall make available to the Company, at 1717 Rhode Island Avenue, NW 10th floor,
                                         Washington, D.C. 20036 (or any successor location or other existing office locations
                                         of the Sponsor or any of its affiliates), certain office space, administrative and support
                                         services, including compliance services, as may be reasonably requested by the Company.
                                         In exchange therefor, the Company shall pay, on the first day of each month, the Sponsor
                                         the sum of $10,000 per month commencing on the Listing Date and continuing monthly thereafter
                                         until the Termination Date; and



 


		2.	The
                                         Sponsor hereby irrevocably waives any and all right, title, interest, causes of action
                                         and claims of any kind or nature whatsoever (each, a “Claim”)
                                         in or to, and any and all right to seek payment of any amounts due to it out of, the
                                         trust account established for the benefit of the public stockholders of the Company and
                                         into which substantially all of the proceeds of the Company’s initial public offering
                                         will be deposited (the “Trust Account”), and hereby irrevocably
                                         waives any Claim it presently has or may have in the future as a result of, or arising
                                         out of, this letter agreement, which Claim would reduce, encumber or otherwise adversely
                                         affect the Trust Account or any monies or other assets in the Trust Account, and further
                                         agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against
                                         the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.



 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party, provided that the Sponsor may assign this letter agreement to an affiliate without the prior
written approval of the Company. 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, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by and construed in accordance with the laws of the State of New York.


 


This
letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same letter agreement.


 


[Signature
page follows]


 




     


     


    

 


	 	Very
    truly yours,
	 	 
	 	REVOLUTION
    ACCELERATION ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name:  	John
    K. Delaney
	 	 	Title:	Chief
    Executive Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	RAAC MANAGEMENT LLC	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Administrative Services Agreement]