Exhibit 10.7


 


EUROPEAN BIOTECH ACQUISITION CORP.


Johannes Vermeerplein 9


1071 DV Amsterdam


 


January 18, 2021


 


LSP Sponsor EBAC B.V.


Johannes Vermeerplein 9


1071 DV Amsterdam


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


We are pleased to accept the offer LSP Sponsor EBAC B.V. (the
“Subscriber” or “you”) has made to subscribe for and purchase 2,875,000 Class B ordinary
shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together
with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 375,000
Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”)
of European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise
their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on
which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding
such Shares, are as follows:


 


1. Purchase of Shares.


 


1.1 Subscription and Purchase of Shares. For the sum
of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in the form of a capital contribution,
the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from
the Company, 375,000 of which are subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement.
All references in this Agreement to shares of the Company being forfeited shall take effect as surrenders for no consideration
of such shares as matter of Cayman Islands law.


 


1.2 Surrender of Class B Ordinary Share. Upon the issue
of the Shares, the Subscriber hereby surrenders to the Company for no consideration the one Class B ordinary share held by the
Subscriber following the incorporation of the Company.


 


2. Representations, Warranties and Agreements.


 


2.1 Subscriber’s Representations, Warranties and Agreements.
To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees
with the Company as follows:


 


2.1.1. 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.


 


2.1.2. 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 formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument
to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which the Subscriber is subject, or (iv) any
agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3. Organization and Authority. The Subscriber is
a Dutch limited liability company, validly existing and in good standing under the laws of the Netherlands 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 will be a legal, valid and binding agreement of Subscriber, enforceable against 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).


 




    	 



    	 



    


2.1.4. Experience, Financial Capability and Suitability.
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 resold unless subsequently registered under
the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks
of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this
investment until the Shares are sold pursuant to: (x) an effective registration statement under the Securities Act or (y) an exemption
from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares
and to afford a complete loss of Subscriber’s investment in the Shares.


 


2.1.5. 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, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and
its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph.
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 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 or its prospects.


 


2.1.6. Regulation D Offering. 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” or similar exemptions under federal and state law.


 


2.1.7. Investment Purposes. The Subscriber is purchasing
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 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.


 


2.1.8. Restrictions on Transfer; Shell Company. Subscriber
understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities
Act. Subscriber understands the Shares will be “restricted securities” as defined in Rule 144(a)(3) under the Securities
Act and Subscriber understands that the certificate representing the Shares will contain a legend 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 in accordance with the provisions of Section 5.1 hereof. 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, Subscriber
may 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. 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 one year following consummation of the initial business
combination of the Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of
any contractual transfer restrictions.


 


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


 


2.2 Company’s Representations, Warranties and Agreements.
To induce the Subscriber to purchase the Shares, 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 Cayman Islands exempted company 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


 




    	 



    	 



    


memorandum and articles of association of the Company, (ii)
any agreement, indenture or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which the
Company is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3. Title to Securities. Upon issuance in accordance
with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be
duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof,
and registration in the Company’s register of members, 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 other agreements
to which the Shares may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal
and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


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.


 


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 representative of the underwriters of the IPO is not exercised in full, the
Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 375,000
Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture,
the Subscriber (and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including
Shares issuable upon exercise of any warrants or any Ordinary Shares purchased by Subscriber in the IPO or in the aftermarket)
equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.


 


3.2. Termination of Rights as Shareholder. 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 Shares, and the Company shall take such action as is appropriate to cancel such Shares.


 


4. Waiver of Liquidation Distributions; Redemption Rights.
In connection with the Shares purchased 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 shareholders 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 Ordinary Shares in the IPO or in the aftermarket,
any additional Ordinary Shares so purchased 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 for funds held in the Trust Account upon the successful completion
of an initial business combination by the Company.


 


5. Restrictions on Transfer.


 


5.1 Restrictive Legends. All certificates representing
the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES 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, IS
AVAILABLE.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PERIOD.”


 


5.2. Additional Shares or Substituted Securities. In
the event of the declaration of a share capitalization, the declaration of an extraordinary dividend payable in a form other than
Ordinary Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s


 




    	 



    	 



    


outstanding Ordinary Shares 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 or class of Shares subject to this Section 5 and Section 3.


 


5.3 Registration Rights. Subscriber acknowledges that
the Shares are being purchased 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 and Shareholder Rights
Agreement to be entered into with the Company prior to the closing of the IPO.


 


6. Other Agreements.


 


6.1. Further Assurances. 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 and (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
that certain Insider Letter to be entered into between Subscriber and the Company, substantially in the form to be filed as an
exhibit to the Registration Statement, 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.


 


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 the State of New York applicable
to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.


 


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.


 


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 hold 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 sections 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 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 section 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. 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
shareholders and shall not seek redemption or repurchase with respect to such Shares. Additionally, the Subscriber agrees not to
tender any Shares in connection with a tender offer presented to the Company’s shareholders in connection with an initial
business combination negotiated by the Company.


 


[Signature Page Follows]


 




    	 



    	 



    


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,
	 	 
	 	EUROPEAN BIOTECH ACQUISITION CORP.
	 	 	 
	 	By:	
        /s/ Eduardo Bravo

	 	Name:	Eduardo Bravo
	 	Title:	CEO



 


 

Accepted and agreed this 18th day of January, 2021.


 


	LSP SPONSOR EBAC B.V.	 
	 	 
	 	 	 
	By:	
        /s/ Mark Wegter
	 
	Name:	Mark Wegter	 
	Title:	Director	 
	 	 	 
	By:	
        /s/ Martijn Kleijwegt
	 
	Name:	Martijn Kleijwegt	 
	Title:	Director	 


 


[Signature Page to Securities Subscription
Agreement]