Exhibit 10.6


 


REVOLUTION ACCELERATION ACQUISITION
CORP


1717 Rhode Island Avenue, NW, 10th floor


Washington, D.C. 20036


 


	RAAC Management LLC	November 20, 2020


1717 Rhode Island Avenue, NW, 10th floor


Washington, D.C. 20036


 


		RE:	Securities Exchange Agreement



 


Ladies and Gentlemen:


Revolution Acceleration Acquisition Corp (f/k/a
Acceleration Acquisition Corporation), a Delaware corporation (the “Company”), is pleased to accept the offer
RAAC Management LLC (f/k/a AAC Management LLC), a Delaware limited liability company (the “Subscriber” or “you”),
has made to exchange (the “Exchange”) 4,791,667 shares of Class B common stock, $0.0001 par value per share,
of the Company (the “Founder Shares”) that the Subscriber currently holds, for 5,750,000 shares of Class C common
stock, $0.0001 par value per share, of the Company (the “Alignment Shares”), up to 750,000 of which will be
subject to forfeiture by the Subscriber if the underwriter of the Company’s initial public offering of its securities (“IPO”)
does not fully exercise its over-allotment option (the “Over-allotment Option”). Immediately following the Exchange,
you will continue to hold 3,833,333 Founder Shares, up to 500,000 of which will be subject to forfeiture by you if the underwriter
of the IPO does not fully exercise the Over-allotment Option.


 


For the purposes of this agreement (this “Agreement”),
references to:


 


		●	“Common Stock” are to, collectively, the Founder Shares, the Alignment Shares and the Company’s shares
of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions,
the Founder Shares and the Alignment Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment;
and



 


		●	“Shares” are to the 5,750,000 Alignment Shares issuable to the Subscriber on the terms and subject to the
conditions set forth in this Agreement and, as the context requires, shall be deemed to include any Class A Shares issued upon
conversion of such Alignment Shares.



 






     


     


    

 


The terms on which the Company is willing
to issue the Shares to the Subscriber in the Exchange, and the Company and the Subscriber’s agreements regarding such Shares
and the Exchange, are as follows:


 


1. Exchange
of Securities.


 


The Subscriber hereby transfers, conveys
and assigns to the Company all the Subscriber’s right, title and interest in and to 4,791,667 Founder Shares, free and clear
of any Liens (as defined below), and the Company hereby cancels and retires such Founder Shares, and such Founder Shares are therefore
no longer issued and outstanding, and, in exchange thereof, the Company hereby issues 5,750,000 Alignment Shares to the Subscriber,
and the Subscriber hereby subscribes for such Alignment Shares from the Company, up to 750,000 of which are subject to forfeiture
if the underwriter of the IPO does not fully exercise the Over-allotment Option, on the terms and subject to the conditions set
forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall effect the delivery
of the Shares in book-entry form. For the avoidance of doubt, nothing contained herein shall affect the right, title and interest
of 3,833,333 Founder Shares currently held by the Subscriber, up to 500,000 of which are subject to forfeiture if the underwriter
of the IPO does not fully exercise the Over-allotment Option.


 


2. Representations,
Warranties and Agreements.


 


2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to enter into this Agreement, and to effect the Exchange
and the issuance of the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with
the Company as follows:


 


2.1.1 Ownership
of Founder Shares. As of the Exchange, the Subscriber is the record and beneficial owner of title of 8,625,000 Founder Shares,
free and clear of any security interests, pledges, liens, restrictions, claims or encumbrances of any kind, other than those set
forth in that certain Securities Subscription Agreement, dated September 15, 2020, by and between the Company and the Subscriber,
which, among other things, provides that 1,125,000 of such Founder Shares are subject to forfeiture if the underwriter of the IPO
does not fully exercise the Over-allotment Option and other than the transfer restrictions under federal and state securities laws
(collectively, “Liens”).


 


2.1.2 No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Shares.


 


2.1.3 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the limited liability company agreement
of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute,
rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 






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2.1.4 Formation,
Registration and Authority. The Subscriber is a Delaware limited liability company formed and registered, validly existing
and in good standing under the laws of the State of Delaware and possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding
agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law
or in equity).


 


2.1.5 Experience,
Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares
for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore
cannot be sold unless such transaction is registered under the Securities Act or an exemption from such registration is available.
The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its
own interests. The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an
effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such
sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s
investment in the Shares.


 


2.1.6 Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely on
the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due
diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has
been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and
the Subscriber has not relied on any other representations or information in making its investment decision, whether written or
oral, relating to the Company, its operations and/or its prospects.


 


2.1.7 Private
Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule
501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges
the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors”
within the meaning of Rule 501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.8 Investment
Purposes. The Subscriber is acquiring and subscribing for the Shares solely for investment purposes, for the Subscriber’s
own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination
thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502 of Regulation D under the Securities Act.


 






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2.1.9 Restrictions
on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and the Subscriber understands that the book-entries representing
the Shares will contain a legend or notation in respect of such restrictions. If in the future the Subscriber decides to offer,
resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant
to: (i) registration under the Securities Act or (ii) an available exemption from registration. The Subscriber agrees that if any
transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber
may, at the Company’s option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent
registration or an exemption, the Subscriber agrees not to resell the Shares. The Subscriber further acknowledges that because
the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until at least one
year following consummation of the initial business combination of the Company (which may not occur), despite technical compliance
with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.10 No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to enter into this Agreement, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1 Incorporation
and Corporate Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the
failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results
or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


2.2.2
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Company’s Amended and Restated Certificate
of Incorporation or Bylaws (collectively, the “Organizational Documents”), (ii) any agreement, indenture or
instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3 Title
to Shares. Upon issuance in accordance with the terms hereof and the Organizational Documents, in exchange for the 4,791,667
Founder shares in accordance with the terms hereof, the Shares will be duly and validly issued as fully paid and non-assessable.
Upon issuance in accordance with the terms hereof and the Organizational Documents, in exchange for the 4,791,667 Founder Shares
in accordance with the terms hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens,
claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the
Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances
imposed due to the actions of the Subscriber.


 






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2.2.4 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection
with any transactions.


 


2.2.5 Authorization.
The Class A Shares issuable upon conversion of the Alignment Shares have been duly authorized and reserved for issuance upon
such conversion.


 


2.3 Tax
Reporting. The Company and the Subscriber intend that the Exchange will qualify as a “reorganization” within the
meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company
and the Subscriber adopt this Agreement as a “plan of reorganization” within the meaning of Section 354(a)(1) of the
Code and Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Neither the Company nor the Subscriber shall take any position
inconsistent with the foregoing sentence, including on any financial statement or tax return or in any administrative or judicial
action or proceeding unless otherwise required pursuant to a determination as defined in Section 1313 of the Code.


 


3. Forfeiture
of Shares.


 


3.1 Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO
is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares,
subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment Option
expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights
to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option
exercised) such that immediately following such forfeiture, the number of Shares will equal 15% of the issued and outstanding Common
Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).


 


3.2 Termination
of Rights as Stockholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber
(or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such
action as is appropriate to cancel such forfeited Shares.


 


4. Waiver
of Liquidation Distributions; Redemption Rights. In connection with the Shares acquired and subscribed for pursuant to this
Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the
Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which
substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation
of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in
the event the Subscriber purchases securities in the IPO or in the aftermarket, any Class A Shares so purchased and subscribed
for shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the
right to redeem any shares of Common Stock held by it into funds held in the Trust Account upon the successful completion of an
initial business combination.


 






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5. Restrictions
on Transfer.


 


5.1 Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) dated on or prior to the closing of the IPO by and among the Subscriber, the Company and the other parties thereto,
the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless,
prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws
with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received, if requested by
the Company, an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such
transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission
thereunder and with all applicable state securities laws.


 


5.2 Lock-up.
The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained
in the Insider Letter. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary exceptions) not
to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares until the earlier to occur of: (a) their
conversion into Class A Shares; and (b) after the Company completes its initial business combination, the date on which the
Company consummates a merger, capital stock exchange, reorganization or other similar transaction that results in both a change
of control, as such term will be defined in the Letter Agreement, and all of the Company’s stockholders having the right
to exchange their shares of Common Stock for cash, securities or other property.


 


5.3 Restrictive
Legends. The book entries representing the Shares shall contain legends or notations thereon substantially to the effect as
follows:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL
(IF THE COMPANY SO REQUESTS), IS AVAILABLE.” 


 


“THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCK-UP.”



 






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5.4 Additional
Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary
dividend payable in a form other than Common Stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding Common Stock without receipt of consideration, any new, substituted
or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject
to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section
3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class
of Common Stock subject to this Section 5 and Section 3.


 


5.5 Registration
Rights. The Subscriber acknowledges that the Shares are being acquired and subscribed for pursuant to an exemption from the
registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are
registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the
“Registration Rights Agreement”).


 


6. Other
Agreements.


 


6.1 Further
Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.


 


6.2 Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered
(i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party, or (iii) by electronic mail, to the electronic mail address most
recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice
or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the
business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after
delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


6.3 Entire
Agreement. This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially in the
form to be filed as an exhibit to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies the
entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes
all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict,
the express terms and provisions of this Agreement.


 


6.4 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 






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6.5 Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only
by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


6.6 Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.


 


6.7 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


6.8 Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of New York applicable to contracts wholly performed within the borders of such state.


 


6.9 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 


6.10
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or
remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any
abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or
further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto
shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party
not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any
other or further action in any circumstances without such notice or demand.


 


6.11 Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 






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6.12 No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to
create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or
demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13 Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15 Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words
in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this
Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto
intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto
has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto
has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
or covenant.


 


6.16 Mutual
Drafting. This Agreement is the joint product of the Subscriber 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.


 


7. Voting
and Tender of Shares. The Subscriber agrees to vote the Shares in favor of an initial business combination that the Company
negotiates and submits for approval to the Company’s stockholders and shall not seek redemption or repurchase with respect
to any of the Shares in connection with an initial business combination or any amendment to the Organizational Documents, as amended,
prior to an initial business combination. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender
offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the Company.


 


8. Indemnification.
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses)
incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 




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If the foregoing accurately sets forth our
understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	REVOLUTION ACCELERATION ACQUISITION CORPORATION
	 	 
	 	By:	/s/ John Delaney
	 	 	Name: 	John Delaney
	 	 	Title:	Chief Executive Officer


 


 


	RAAC MANAGEMENT LLC	 
	 	 
	By:	 /s/ John Delaney	 
	 	Name: 	John Delaney	 
	 	Title:	Managing Member	 


 


[Signature Page to Securities Subscription
Agreement]