Exhibit 10.8


 





Revolution Healthcare Acquisition Corp. 


20 University Road


Cambridge, MA 02138


January 11, 2021


 


Health Assurance Economy Foundation


376 Brannan St.


San Francisco, CA 94107


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


This agreement
(this “Agreement”) is entered into on January 11, 2021 by and between Health Assurance Economy Foundation, a
Delaware nonprofit nonstock corporation (the “Subscriber” or “ you”), and Revolution Healthcare
Acquisition Corp., a Delaware corporation (the “Company”) . Pursuant to the terms hereof, the Company hereby
accepts the offer the Subscriber has made to subscribe for and purchase 143,750 shares of Class B common stock, $0.0001 par value
per share (the “Shares”) of the Company, up to 18,750 of which are subject to forfeiture by you if the underwriters
of the initial public offering (“IPO”) of the Company do not fully exercise their over-allotment option (the
 “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:


 


1. Purchase
of Shares. For the sum of $1,250 which the Company acknowledges receiving in cash, the Company hereby sells and issues the
Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to the forfeiture provisions
of Section 3 below, on the terms and subject to the conditions set forth in this Agreement.


 


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 Delaware nonprofit nonstock corporation, validly existing and in good standing under the laws of Delaware 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 the Subscriber, enforceable against the 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. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and
benefits of the investment in the applicable Shares and (ii) able to bear the economic risk of its investment in the Shares for
an indefinite period of time because such 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. The
Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own
interests. The 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. The
Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the 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, the Subscriber has relied solely on the Subscriber’s own knowledge
and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information
furnished pursuant to this paragraph. The 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 the 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.
The 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. The Subscriber understands the Shares are being offered in a transaction not involving a public offering within
the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities” as defined
in Rule 144(a)(3) under the Securities Act and the Subscriber understands that any 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. The 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, such 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 any Shares. The Subscriber further acknowledges
that because the Company is a shell company, Rule 144 may not be available to such Subscriber for the resale of the Shares until
one year following consummation of the initial partnering transaction 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
the 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 Organization and Corporate
Power. The Company is a Delaware corporation 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 Certificate of
Incorporation or Bylaws 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, the Shares will be duly and validly issued, fully
paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 18,750 Shares (as adjusted for stock splits, combinations,
reclassification and the like) and pro rata based upon the percentage of the Over-allotment Option exercised).


 


3.2. Termination of Rights
as Stockholder . 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 stockholders 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 partnering transaction. For
purposes of clarity, in the event any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any
additional shares of Common Stock so purchased shall be eligible to receive any liquidating distributions by the Company.
However, in no event will any Subscriber have the right to redeem any Shares for funds held in the Trust Account upon the
successful completion of an initial partnering transaction by the Company.


 






    


     


    

 


		5.	Restrictions on Transfer.



 


5.1. Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an
 “Insider Letter”) to be dated as of the closing of the IPO by and between the Subscriber and the Company,
the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares
unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state
securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received
an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such
transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange
Commission thereunder and with all applicable state securities laws.


 


5.2 
Lock-up. The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”)
contained in the Insider Letter.


 


5.3 
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 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.”


 


5.3. Additional Shares or
Substituted Securities. In the event of the declaration of a stock dividend, the declaration of a special dividend payable
in a form other than shares of Common Stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or
a similar transaction affecting the Company’s outstanding Common Stock 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.


 


5.4 Registration
Rights . The 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 stockholder rights agreement to be entered into with the Company prior to the
closing of the IPO.


 






    


     


    

 


		6.	Other Agreements.



 


6.1. 
Further Assurances. The 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 the 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 Delaware 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 Redemption
of Shares . The Subscriber agrees to vote the Shares in favor of an initial partnering transaction that the Company negotiates
and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally,
the Subscriber agrees not to redeem any Shares in connection with a redemption or tender offer presented to the Company’s
stockholders in connection with an initial partnering transaction 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,
	 	 
	 	REVOLUTION HEALTHCARE
	 	ACQUISITION CORP.
	 	 
	 	By:	  
	 	 	Name: Evan Sotiriou
	 	 	Title:    Chief Operating Officer




 


Accepted and agreed this
13th day of January 2021:


 


	HEALTH ASSURANCE ECONOMY	 
	FOUNDATION	 
	 	 
	By:	 	 
	 	Name: Karen Tsay	 
	 	Title:   Authorized Representative	 




 


[Signature Page to Securities
Subscription Agreement]