Attached files

file filename
EX-99.3 - CONSENT OF JASON M. FISH - Berkshire Grey, Inc.fs12020ex99-3_revolution.htm
EX-99.2 - CONSENT OF PHYLLIS R. CALDWELL - Berkshire Grey, Inc.fs12020ex99-2_revolution.htm
EX-99.1 - CONSENT OF STEVEN A. MUSELES - Berkshire Grey, Inc.fs12020ex99-1_revolution.htm
EX-23.1 - CONSENT OF MARCUM LLP - Berkshire Grey, Inc.fs12020ex23-1_revolution.htm
EX-14 - FORM OF CODE OF ETHICS AND BUSINESS CONDUCT - Berkshire Grey, Inc.fs12020ex14_revolution.htm
EX-10.9 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT BY AND BETWEEN THE REGISTRANT AND RAAC - Berkshire Grey, Inc.fs12020ex10-9_revolution.htm
EX-10.8 - FORM OF INDEMNITY AGREEMENT - Berkshire Grey, Inc.fs12020ex10-8_revolution.htm
EX-10.7 - FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND RAAC MANA - Berkshire Grey, Inc.fs12020ex10-7_revolution.htm
EX-10.6 - SECURITIES EXCHANGE AGREEMENT, DATED NOVEMBER 20, 2020, BETWEEN THE REGISTRANT A - Berkshire Grey, Inc.fs12020ex10-6_revolution.htm
EX-10.5 - SECURITIES SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 15, 2020, BETWEEN THE REGISTR - Berkshire Grey, Inc.fs12020ex10-5_revolution.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURIT - Berkshire Grey, Inc.fs12020ex10-4_revolution.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Berkshire Grey, Inc.fs12020ex10-3_revolution.htm
EX-10.2 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND ITS DIRECTORS AND OFFICERS AND - Berkshire Grey, Inc.fs12020ex10-2_revolution.htm
EX-10.1 - PROMISSORY NOTE, DATED SEPTEMBER 11, 2020, ISSUED TO RAAC MANAGEMENT LLC - Berkshire Grey, Inc.fs12020ex10-1_revolution.htm
EX-5.1 - OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP - Berkshire Grey, Inc.fs12020ex5-1_revolution.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Berkshire Grey, Inc.fs12020ex4-4_revolution.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Berkshire Grey, Inc.fs12020ex4-3_revolution.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Berkshire Grey, Inc.fs12020ex4-1_revolution.htm
EX-3.4 - BYLAWS - Berkshire Grey, Inc.fs12020ex3-4_revolution.htm
EX-3.3 - FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Berkshire Grey, Inc.fs12020ex3-3_revolution.htm
EX-3.2 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Berkshire Grey, Inc.fs12020ex3-2_revolution.htm
EX-3.1 - CERTIFICATE OF INCORPORATION - Berkshire Grey, Inc.fs12020ex3-1_revolution.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Berkshire Grey, Inc.fs12020ex1-1_revolution.htm
S-1 - REGISTRATION STATEMENT - Berkshire Grey, Inc.fs12020_revolutionaccel.htm

Exhibit 4.2

 

NUMBER

 

 

NUMBER

C

SHARES

SEE REVERSE FOR

CERTAIN

DEFINITIONS

CUSIP

 

REVOLUTION ACCELERATION ACQUISITION CORP

 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CLASS A COMMON STOCK

 

This Certifies that  
   
is the owner of  

 

FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF

 

REVOLUTION ACCELERATION ACQUISITION CORP
(THE “COMPANY”)

 

transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 

The Company will be forced to redeem all of its shares of Class A common stock if it is unable to complete a business combination by                 , 2022, or by such later date approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, all as more fully described in the Company’s final prospectus dated                , 2020.

 

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

 

Witness the facsimile signatures of its duly authorized officers.

 

[Title]   [Corporate Seal]
Delaware
  [Title]

 

 

 

 

REVOLUTION ACCELERATION ACQUISITION CORP

 

The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s amended and restated certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM as tenants in common   UNIF GIFT MIN ACT ______ Custodian ______
TEN ENT as tenants by the entireties        (Cust)                       (Minor)
JT TEN as joint tenants with right of survivorship and not as tenants in common       Under Uniform Gifts to
Minors Act _____________
                             (State)

 

Additional abbreviations may also be used though not in the above list.

 

For value received, _______________hereby sell(s), assign(s) and transfer(s) unto

 

 

 

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

 

 

 

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

 

 

 

 

 

 

 

 

Shares of the capital stock represented by the within Certificate, and do(es) hereby irrevocably constitutes and appoints

 

 

Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises.

 

Dated:

 

 

 

 

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 

Signature(s) Guaranteed:

By

 

 

 

 

 

 

 

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

 

 

 

 

In each case, as more fully described in the Company’s final prospectus dated                          , 2020, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the shares of Class A Common Stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by                     , 2022, or by such later date approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, (ii) the Company redeems the shares of Class A Common Stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s 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 shares of Class A Common Stock sold in its initial public offering if it does not complete its initial business combination by , 2022, or (B) with respect to any other provision relating to the holder(s) rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective shares of Class A Common Stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.