Exhibit 10.1


 


December 7, 2020


 


Revolution Acceleration Acquisition Corp


1717 Rhode Island Avenue, NW 10th floor

Washington, D.C. 20036


 


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”)
entered into or proposed to be entered into by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the
“Company”), and Credit Suisse Securities (USA) LLC, as the sole underwriter (the “Underwriter”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the
Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriter’s option to purchase
additional units, if any) (the “Units”), each comprised of one share of Class A common stock of
the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable
warrant (each whole warrant, a “Warrant”). Each 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 Units shall be sold in the Public Offering
pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”). 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, RAAC Management LLC, a Delaware limited liability company (the “Sponsor”),
and the other undersigned persons (each such other undersigned persons, an “Insider” and collectively,
the “Insiders”), each hereby agrees, severally but not jointly, with the Company as follows:


 


1. The Sponsor 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 owned by it, him or her in favor of any proposed Business Combination
(including any proposals recommended by the Company’s board of directors in connection with such Business Combination) and
(ii) not redeem any Shares owned by it, him or her in connection with such stockholder approval.


 






      


     


    

 


2. The Sponsor 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 second amended
and restated certificate of incorporation, the Sponsor 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 ten (10)
business days thereafter, subject to lawfully available funds therefor, redeem 100% of the shares of Class A Common Stock sold
as part of the Units 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 (which interest shall be net of taxes
payable and less up to $100,000 of 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) 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 the other requirements
of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Company’s second amended and restated
certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete
its initial Business Combination within 24 months from the closing of the Public Offering or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activity, 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 (which interest shall be net of taxes payable),
divided by the number of then outstanding Offering Shares.


 


The Sponsor and each Insider acknowledges
that it, 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 Founder Shares held by it. The Sponsor and
each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or
she may have in connection with (x) the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a stockholder vote 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 and (y) a stockholder vote to approve an amendment to the Company’s
second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation
to allow redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares
if the Company has not consummated its initial Business Combination within 24 months from the closing of the Public Offering or
(B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity (although
the Sponsor and the Insiders shall be entitled to redemption and liquidation rights with respect to any Offering Shares 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).


 






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3. Notwithstanding the provisions
set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting Agreement and
ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Underwriter,
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise Transfer or dispose of, directly or indirectly, or file with, or submit
to, the Commission a registration statement under the Securities Act of 1933, as amended (the “Securities Act”),
relating to any Units, shares of Class A Common Stock, Founder Shares, Alignment Shares or Warrants or any securities convertible
into, or exercisable, or exchangeable for, any Units, shares of Class A Common Stock, Founder Shares, Alignment Shares or Warrants,
or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that Transfers,
in whole or in part, any of the economic consequences of ownership of any Units, shares of Class A Common Stock, Founder Shares,
Alignment Shares or Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of units or such other securities, in cash or otherwise; provided, however, that the
foregoing does not apply to the forfeiture of any Founder Shares or Alignment Shares pursuant to their terms or any Transfer of
Founder Shares or Alignment Shares to any current or future independent director of the company (as long as such current or future
independent director transferee is subject to this Letter Agreement or executes an agreement substantially identical to the terms
of this Letter Agreement, as applicable to directors and officers at the time of such Transfer; and as long as, to the extent
any Section 16 reporting obligation is triggered as a result of such Transfer, any related Section 16 filing includes a practical
explanation as to the nature of the Transfer). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the
effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company may
announce the impending release or waiver by press release through a major news service at least two business days before the effective
date of the release or waiver. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely
to permit a Transfer of securities that is not for consideration and (ii) 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.


 


4. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other stockholders, members or managers
of the Sponsor) 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, or any claim whatsoever) to which the Company may become subject
as a result of any claim by (i) any third party (other than the Company’s independent registered public accounting firm)
for services rendered or products sold to the Company or (ii) a 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 Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services
rendered (other than the Company’s independent registered public accounting firm) or products sold to the Company or a Target
do not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per
Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value
of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest which may
be withdrawn to pay taxes, except as to any claims by a third party 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. 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.


 






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5. (a) To the extent that the Underwriter
does not exercise its option to purchase up to an additional 3,750,000 Units within 45 days from the date of the Prospectus (and
as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost: (A) a number of Founder Shares in
the aggregate equal to 500,000 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased
by the Underwriter upon the exercise of its option to purchase additional Units and (ii) the denominator of which is 3,750,000;
and (B) a number of Alignment Shares in the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which is
3,750,000 minus the number of Units purchased by the Underwriter upon the exercise of its option to purchase additional Units and
(ii) the denominator of which is 3,750,000. All references in this Letter Agreement to Founder Shares or Alignment Shares of the
Company being forfeited shall take effect as a contribution of such Founder Shares or Alignment Shares, as applicable, to the Company’s
capital as a matter of Delaware law. The forfeiture will be adjusted to the extent that the option to purchase additional Units
is not exercised in full by the Underwriter so that the number of Founder Shares and Alignment Shares will equal an aggregate of
10.0% and 15.0%, respectively, of the Company’s issued and outstanding Shares after the Public Offering. The Initial Stockholders
further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a stock
dividend or stock repurchase or redemption, as applicable, immediately prior to the consummation of the Public Offering in such
amount as to maintain the number of Founder Shares and Alignment Shares at 10.0% and 15.0%, respectively, of the Company’s
issued and outstanding Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the
size of the Public Offering, then (A) the references to 3,750,000 in the numerator and denominator of the formula in the first
sentence of this paragraph shall be changed to a number equal to 15.0% of the number of shares of Class A Common Stock included
in the Units issued in the Public Offering, (B) the reference to 500,000 in the formula set forth in the first sentence of this
paragraph shall be adjusted to, respectively, the total number of Founder Shares that the Sponsor would have to return to the Company
in order for the number of Founder Shares that the Sponsor owns (together with the Insiders) to equal an aggregate of 10.0% of
the Company’s issued and outstanding Shares after the Public Offering, and (C) the reference to 750,000 in the formula set
forth in the first sentence of this paragraph shall be adjusted to, respectively, the total number of Alignment Shares that the
Sponsor would have to return to the Company in order for the number of Alignment Shares that the Sponsor owns (together with the
Insiders) to equal an aggregate of 15.0% of the Company’s issued and outstanding Shares after the Public Offering.


 


6. The Sponsor 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 or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 10 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 seek injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 






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7. (a) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Founder Shares (or shares of Class A Common Stock issuable upon conversion thereof)
until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to
the Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or
other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property or (y) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination (the “Founder
Shares Lock-Up Period”).


 


(b) The Sponsor and each Insider agrees
that it, he or she shall not Transfer any Alignment Shares until the earlier of (A) their conversion into Class A Common Stock;
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 and all of the Company’s
stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Alignment
Shares Lock-Up Period”).


 


(c) The Sponsor agrees that it shall
not Transfer any Private Placement Warrants or any shares of Class A Common Stock issued or issuable upon the exercise of the Private
Placement Warrants, until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-Up
Period”, collectively with the Founder Shares Lock-Up Period and the Alignment Shares Lock-Up Period, the “Lock-Up
Periods”).


 


(d) Notwithstanding the provisions
set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Alignment Shares, Private Placement Warrants and shares
of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants, the Founder Shares
or the Alignment Shares and that are held by the Sponsor or any Insider or any of their permitted transferees (that have complied
with this paragraph 7(c)), are permitted (a) to the Company’s directors or officers, any affiliates or family members of
any of the Company’s directors or officers, any members of the Sponsor, or any affiliates of the Sponsor, (b) in the case
of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member
of the individual’s immediate family or 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 the Company’s
Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of
the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the
laws of Delaware or the Sponsor’s limited liability company agreement, as amended, upon dissolution of the Sponsor; or (h)
in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction
which results in all of the 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 an initial Business Combination; provided, however,
that in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the Transfer restrictions and other applicable restrictions in this Letter Agreement.


 






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8. Each of the Sponsor and each Insider
agree to return to the Company for cancellation any Alignment Shares that it, he or she holds if such Alignment Shares have not
converted into shares of Class A Common Stock nine years after the initial Business Combination.


 


9. The Sponsor 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, if any (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 such Insider’s background. The Sponsor and each
Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects. The Sponsor and each Insider
represents and warrants that: it 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 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 is not currently a defendant
in any such criminal proceeding.


 


10. Except as disclosed in, or as expressly
contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor 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).


 


11. The Sponsor 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 an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus
as an officer and/or a director of the Company.


 






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12. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Shares” shall mean,
collectively, the shares of Class A Common Stock, the Founder Shares and the Alignment Shares; (iii) “Founder
Shares” shall mean the 3,833,333 shares of Class B common stock, par value $0.0001 per share, of the Company
that are issued and outstanding immediately prior to the consummation of the Public Offering; (iv) “Alignment
Shares” shall mean the 5,750,000 shares of Class C common stock, par value $0.0001 per share, of the Company that
are issued and outstanding immediately prior to the consummation of the Public Offering; (v) “Initial Stockholders”
shall mean the Sponsor and any Insider that holds Founder Shares and/or Alignment Shares; (vi) “Private Placement Warrants”
shall mean the Warrants to purchase an aggregate of 4,666,667 shares of Class A Common Stock of the Company (or up to 5,166,667
shares of Class A Common Stock depending on the extent to which the Underwriter’s over-allotment option is exercised pursuant
to the Underwriting Agreement) that the Sponsor has agreed to purchase for an aggregate purchase price of $7,000,000 in the aggregate
(or up to $7,750,000 depending on the extent to which the Underwriter’s over-allotment option is exercised pursuant to the
Underwriting Agreement), or $1.50 per Warrant, in a private placement that shall occur substantially concurrently with the consummation
of the Public Offering; (vii) “Public Stockholders” shall mean the holders of securities issued
in the Public Offering; (viii) “Trust Account” shall mean the trust fund into which a portion of
the net proceeds of the Public Offering shall be deposited; (ix) “Transfer” shall mean the (a) sale
or assignment 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 (the “Exchange Act”), 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) herein; and (x) “Change of Control” shall mean the occurrence of any one of the following
after the consummation of the initial Business Combination (but not in connection with such initial Business Combination) if any
of the following occurs: (A) a “person” or “group” within the meaning of Section 13(d) of the Exchange
Act, other than the Company, any of its wholly owned subsidiaries and the Company’s and its wholly-owned subsidiaries’
respective employee benefit plans, (1) has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3
under the Exchange Act, of Common Stock representing more than 50% of the voting power of the Common Stock and (2) has filed a
Schedule TO or any schedule, form or report under the Exchange Act disclosing that an event described in clause (1) above has occurred;
provided, however, that a “person” or “group” shall not be deemed a beneficial owner of, or to own beneficially,
any securities tendered pursuant to a tender or exchange offer made by or on behalf of such “person” or “group”
or any of their affiliates until such tendered securities are accepted for purchase or exchange thereunder; (B) the consummation
of (1) any recapitalization, reclassification or change of the outstanding shares of common stock (other than a change from no
par value to par value, a change in par value or a change from par value to no par value, or changes resulting from a subdivision
or combination) as a result of which all of the outstanding shares of common stock would be converted into, or exchanged for, stock,
other securities, or other property or assets; (2) any share exchange, consolidation or merger of the company pursuant to which
all of the outstanding shares of Class A Common Stock shall be converted into cash, securities or other property or assets (including
any combination thereof); or (3) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially
all of the Company’s or its consolidated assets, taken as a whole, to any person or entity (other than one of the Company’s
wholly owned subsidiaries); provided, however, that a transaction described in clauses (1) or (2) in which the holders of all classes
of the Company’s common equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes
of the common equity of the continuing or surviving entity immediately after such transaction in substantially the same proportions
as such ownership immediately prior to such transaction shall not be a Change of Control pursuant to this clause (B); (C) the Company’s
stockholders approve any plan or proposal for the Corporation’s liquidation or dissolution (other than a liquidation or dissolution
that shall occur contemporaneously with a transaction described in clause (B)(2) above); or (D) shares of the Class A Common Stock
cease to be listed or quoted on any of The New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market
(or any of their respective successors); provided, however, that a transaction or transactions described in clauses (A) or (B)
above shall not constitute a Change of Control, if at least 90% of the consideration received or to be received by the holders
of shares of the Common Stock, excluding cash payments for fractional shares and cash payments made in respect of dissenters’
appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted
on any of The New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective
successors) or shall be so listed or quoted when issued or exchanged in connection with such transaction or transactions, and as
a result of such transaction or transactions such consideration becomes the equity interests in which shares of the Founder Shares
or Alignment Shares convert into.


 






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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 (1) each Insider
that is the subject of any such change, amendment modification or waiver and (2) the Sponsor.


 


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
parties. 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 and each Insider
and their respective successors, heirs and assigns and permitted transferees.


 


15. This Letter Agreement shall be
deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


16. This Letter Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of New York. 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.


 


17. 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 or
other electronic transmission.


 


18. Each party hereto shall not be
liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement (including,
for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for the
obligations of another party, including, without limitation, indemnification obligations and notice obligations.


 


19. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-Up Periods and (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by June
30, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


20. This Letter Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


[Signature page follows]


 






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	 	Sincerely,
	 	 
	 	RAAC MANAGEMENT LLC


 


	 	By:	/s/ John K. Delaney
	 	 	Name: John K. Delaney
	 	 	Title:   Authorized Signatory


 


	 	/s/ John K. Delaney
	 	John K. Delaney
	 	 
	 	/s/ Stephen M. Case
	 	Stephen M. Case
	 	 
	 	/s/ Steven A. Museles
	 	Steven A. Museles
	 	 
	 	/s/ Phyllis R. Caldwell
	 	Phyllis R. Caldwell
	 	 
	 	/s/ Jason M. Fish
	 	Jason M. Fish
	 	 
	 	/s/ Andrew Wallace
	 	Andrew Wallace


 


[Signature Page to Letter Agreement]


 




     


     


    

 


Acknowledged and Agreed:


 


Revolution Acceleration
Acquisition Corp


 


	By:	/s/ John K. Delaney	 
		Name:  John K. Delaney	 
		Title:    Chief Executive Officer	 


 


[Signature Page to Letter Agreement]