Exhibit 10.4


 


Revolution Acceleration Acquisition Corp


1717 Rhode Island Avenue, NW 10th floor


Washington, D.C. 20036


 


December 7, 2020


 


RAAC Management LLC 


1717 Rhode Island Avenue, NW 10th floor 


Washington, D.C. 20036


 


		Re:	Administrative Services Agreement



 


Ladies and 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. 333-250850) 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:	/s/ John K. Delaney
	 	 	Name:  	John K. Delaney
	 	 	Title:	Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	RAAC MANAGEMENT LLC	 
	 	 	 	 
	By:	/s/ John K. Delaney	 
	 	Name:  	John K. Delaney	 
	 	Title:	Authorized Signatory	 



 


[Signature Page to Administrative Services
Agreement]