Exhibit 10.7


 


AMENDED AND RESTATED SECURITIES SUBSCRIPTION
AGREEMENT


 


 


This amended and restated securities subscription
agreement (this “Agreement”), effective as of July 14, 2021, is made and entered into by and between Bombax Healthcare Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), and Bombax Capital Partners Limited, a Cayman Islands limited
liability company (the “Buyer”).


 


RECITALS:


 


WHEREAS, the parties hereto entered into
a securities subscription agreement on 2 July 2021(the "Prior Securities Subscription Agreement") under which the Buyer subscribed
for an aggregate of 1,437,500 Class B ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, and the
Company issued the Shares to the Buyer, on the terms and subject to the conditions since the date thereof.


 


WHEREAS, the parties hereto amend and restate,
in its entirety, the Prior Securities Subscription Agreement and instead enter into this Agreement to regulate the rights and obligations
between and among them.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree to amend and restate, in its entirety,
the Prior Securities Subscription Agreement and instead enter into this Agreement as follows:


 


ARTICLE I


DEFINITIONS


 


The terms defined in this Article I shall
have for all purposes of this Agreement the respective meanings set forth below:


 


“Agreement” shall have the meaning
set forth in the preamble to this Agreement.


 


“Buyer” shall have the meaning set
forth in the preamble to this Agreement.


 


“Closing” shall have the meaning set
forth in Section 2.3 of this Agreement.


 


“Closing Date” shall have the meaning
set forth in Section 2.3 of this Agreement.


 


“Company” shall have the meaning set
forth in the preamble to this Agreement.


 


“Consent” means any consent, approval,
notification, waiver, or other similar action that is necessary or convenient.


 


“Governmental Body” shall mean any
legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body
of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar
powers or authority.


 


“Law” shall mean any law (statutory,
common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated
or applied by any Governmental Body.


 


“Lien” shall mean a mortgage, deed
of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without limitation,
any lien for taxes), security interest, preference, participation interest, priority or security agreement or preferential arrangement
of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing
lease having substantially the same economic effect as any of the foregoing and the filing of any document under the law of any applicable
jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics’ or other Liens incurred in the Company’s
ordinary course of business or (ii) Liens for taxes incurred but not yet due.


 


“Order” shall mean an order, ruling,
decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental
Body or arbitrator.


 


“Permit” shall mean a permit, license,
certificate, waiver, notice or similar authorization.


 






     


     

    

 


“Purchase Price” shall have the meaning
set forth in Section 2.2 of this Agreement.


 


“SEC” shall mean the United States
Securities and Exchange Commission.


 


"Prior Securities Subscription Agreement"
shall have the meaning set forth in the recitals to this Agreement.


 


“Securities Act” shall mean the United
States Securities Act of 1933, as amended, or any successor federal statute, and the applicable rules and regulations promulgated and
in effect from time to time thereunder.


 


“Shares” shall have the meaning set
forth in the recitals to this Agreement.


 


 


ARTICLE II 


PURCHASE OF THE SHARES


 


Section 2.1 Purchase and Sale of the Shares.
The parties hereto agree that the Shares are issued to, and subscribed by, the Buyer subject to the terms and conditions hereof and in
reliance upon the representations and warranties of the parties contained or incorporated by reference herein.


 


Section 2.2 Purchase Price. As payment in
full for the Shares, the Buyer has paid $25,000 to the Company (the “Purchase Price”).


 


Section 2.3 Closing. The closing of the
purchase and sale of the Shares (the “Closing”) was held on 5 July 2021 (“Closing Date”).


 


Section 2.4 Closing Deliveries. The parties
hereto acknowledge that the following actions have been taken at the Closing simultaneously.


 


(a) Buyer
Deliveries. At the Closing the Buyer delivered to the Company the Purchase Price.


 


(b) Company
Deliveries. At the Closing, the Company issued to the Buyer the Shares and made the necessary entries in the Register of Members of
the Company.


 


Section 2.5 Further Assurances. The parties
hereto shall execute and deliver such additional documents and take such additional actions as any party reasonably may deem to be practical
and necessary in order to consummate the transactions contemplated by this Agreement.


 


Section 2.6 Legend. Any certificate evidencing
the Shares and any certificate issued in exchange for or upon the transfer of any Shares shall be stamped or otherwise imprinted with
a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED
IN VIOLATION OF SUCH ACT AND LAWS.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE SPONSOR. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 


Section 2.7 Surrender. The Buyer has irrevocably
surrendered to the Company for cancellation and for nil consideration the one Class B ordinary share standing in its name in the register
of members of the Company on 5 July 2021.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF THE BUYER


 


The Buyer represents and warrants that the statements
contained in this ARTICLE III are correct and complete as of the date of this Agreement.


 


Section 3.1 Organization and Good Standing.
The Buyer is a limited liability company duly formed and registered, validly existing, and in good standing under the laws of the Cayman
Islands.


 


Section 3.2 Power and Authority; Enforceability.
This Agreement constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with
its terms. The Buyer has full entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
The Buyer has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations
hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered
by, and is enforceable against, the Buyer.


 






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Section 3.3 Investment Representations.


 


(a) The
ultimate parent of the Buyer is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.


 


(b) The
Buyer has received, has thoroughly read, is familiar with and understands the contents of this Agreement.


 


(c) The
Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. The Buyer acknowledges that there is a
substantial risk that it will lose all or a portion of its investment and that it is financially capable of bearing the risk of such investment
for an indefinite period of time. The Buyer acknowledges that it is sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Shares and the Company, and has the capacity to protect its own interests. The Buyer has no need
for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite
period. The Buyer understands that there presently is no public market for the Shares and none is anticipated to develop in the foreseeable
future. The Buyer’s present financial condition is such that the Buyer is under no present or contemplated future need to dispose
of any portion of the Shares subscribed for hereby to satisfy any existing or contemplated undertaking, need or indebtedness. The Buyer’s
overall commitment to investments which are not readily marketable is not disproportionate to its net worth and the investment in the
Company will not cause such overall commitment to become excessive.


 


(d) The
Buyer acknowledges that the Shares have not been and will not be registered under the Securities Act, or any state securities act, and
are being sold on the basis of exemptions from registration under the Securities Act and applicable state securities acts, except those
state securities acts that require registration of the Shares thereunder. Reliance on such exemptions, where applicable, is predicated
in part on the accuracy of the Buyer’s representations and warranties set forth herein. The Buyer acknowledges and hereby agrees
that the Shares will not be transferable under any circumstances unless the Buyer either registers the Shares in accordance with federal
and state securities laws or finds and complies with an available exemption under such laws. Accordingly, the Buyer hereby acknowledges
that there can be no assurance that it will be able to liquidate its investment in the Company.


 


(e) There
are substantial risk factors pertaining to an investment in the Company. The Buyer acknowledges that it has read the information set forth
above regarding certain of such risks and is familiar with the nature and scope of all such risks, including, without limitation, risks
arising from the fact that the Company is an entity with limited operating history and financial resources; and the Buyer is fully able
to bear the economic risks of such investment for an indefinite period, and can afford a complete loss thereof.


 


(f) The
Buyer has been given the opportunity to (i) ask questions of and receive answers from the Company and its designated representatives concerning
the terms and conditions of the offering, the Company and the business and financial condition of the Company and (ii) obtain any additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to assist the Buyer in
evaluating the advisability of the purchase of the Shares and an investment in the Company. The Buyer further represents and warrants
that, prior to the subscription of the Shares, it has asked such questions, received such answers and obtained such information as it
has deemed necessary or advisable to evaluate the merits and risks of the purchase of the Shares and an investment in the Company. The
Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects.


 


(g) The
Buyer understands that no federal, state or other governmental authority has made any recommendation, findings or determination relating
to the merits of an investment in the Company.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Section 4.1 Incorporation and Good Standing.
The Company is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands.


 


Section 4.2 Power and Authority; Enforceability.
This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance
with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations
hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered
by, and is enforceable against, the Company.


 






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Section 4.3 No Violation; Necessary Approvals.
Neither the execution and delivery of this Agreement by the Company, nor the consummation or performance by the Company of any of
the transactions contemplated hereby, will: (a) with or without notice or lapse of time, constitute, create or result in a breach or violation
of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any Law, Order, contract
or Permit to which the Company is a party or by which it is bound or any of its assets are subject, or any provision of the Company’s
organizational documents as in effect on the Closing Date, (b) result in the imposition of any lien, claim or encumbrance upon any assets
owned by the Company; (c) require any Consent under any contract or organizational document to which the Company is a party or by which
it is bound; or (d) require any Permit under any Law or Order other than (i) required filings, if any, with the SEC and (ii) notifications
or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval
of the agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of first refusal, preferential
purchase or similar rights with respect to any of the Shares.


 


Section 4.4 Authorization of the Shares. The
Shares have been duly authorized, duly and validly issued, and fully paid and represent non-assessable Class B ordinary shares of the
Company and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable
state securities laws.


 


ARTICLE V 


MISCELLANEOUS


 


Section 5.1 Entire Agreement. This Agreement,
together with any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter 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 (including the Prior Securities Subscription Agreement).


 


Section 5.2 Successors. All of the terms,
agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and
are enforceable by, the parties hereto and their respective successors.


 


Section 5.3 Assignments. Except as otherwise
provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the
prior written approval of the other party. Any purported assignment in violation of this Section 5.3 shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee.


 


Section 5.4 Waiver of Jury Trial. THE PARTIES
HERETO EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR
ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS WAIVER IS INTENDED TO
BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE
THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR
RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND
THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO
THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO
ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE
EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT.


 


Section 5.5 Counterparts. This Agreement
may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and
the same instrument.


 


Section 5.6 Headings. The article and section
headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of
this Agreement.


 


Section 5.7 Governing Law. This Agreement,
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles.


 


Section 5.8 Amendments. This Agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 






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Section 5.9 Severability. The provisions
of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability
of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance,
is adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree
that the Governmental Body, arbitrator, or mediator making such determination will have the power to modify the provision in a manner
consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such
provision will then be enforceable and will be enforced.


 


Section 5.10 Expenses. Except as otherwise
expressly provided in this Agreement, each party hereto will bear its own costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants.


 


Section 5.11 Construction. The parties hereto
have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises,
this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring
or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local,
or foreign Law will be deemed also to refer to Law as amended and all rules and regulations promulgated thereunder, unless the context
requires otherwise. 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 subdivision 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.


 


Section 5.12 Waiver. No waiver by any party
hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend
to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising
because of any prior or subsequent occurrence.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the
undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	COMPANY:	 
	 	 
	BOMBAX HEALTHCARE ACQUISITION CORPORATION  
	 	 
	By: 	/s/ Jeffrey Yam	 
	 	Name: 	Jeffrey Yam                           	 
	 	Title:	Chief Executive Officer	 
	 	 
	BUYER:  	 
	 	 
	BOMBAX CAPITAL PARTNERS LIMITED	 
	 	 
	By:	/s/ Tak Cheung Yam	 
	 	Name:	Tak Cheung Yam             	 
	 	Title:	Director          	 



 


[Signature page to Amended and Restated Securities Subscription
Agreement]