INDEMNITY AGREEMENTIndemnity Agreement • November 20th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
25,000,000 Units Revolution Acceleration Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
ACCELERATION ACQUISITION CORPORATION Wilmington, DE 19801Revolution Acceleration Acquisition Corp • November 20th, 2020 • Blank checks • New York
Acceleration Acquisition Corporation, a Delaware corporation (the “Company”), is pleased to accept the offer AAC Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 8,625,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B 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 Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as us
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), RAAC Management LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENT REVOLUTION ACCELERATION ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • November 20th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • November 20th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2020, is entered into by and between Revolution Acceleration Acquisition Corp, a Delaware corporation (the “Company”), and RAAC Management LLC, a Delaware limited liability company (the “Purchaser”).
REVOLUTION ACCELERATION ACQUISITION CORP Washington, D.C. 20036Revolution Acceleration Acquisition Corp • November 20th, 2020 • Blank checks • New York
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 ful
Revolution Acceleration Acquisition CorpLetter Agreement • November 20th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks
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 P
rINVESTMENT MANAGEMENT TRUST AGREEMENTManagement Trust Agreement • November 20th, 2020 • Revolution Acceleration Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Revolution Acceleration Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Revolution Acceleration Acquisition Corp Washington, D.C. 20036Revolution Acceleration Acquisition Corp • November 20th, 2020 • Blank checks • New York
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”):
