Exhibit 10.10


 


THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN
REGISTERED UNDER THE SECURITIESACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS
ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.


 


THE PURCHASE OF THE SECURITIES INVOLVES A HIGH
DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreemententered into
today, the 15th of June 2021 sets forth the terms of the agreement between Bannix Acquisition Corp. (the “Company”),
a Delaware incorporated blank check Company formed for the purpose of acquiring one or more businesses or entities (a “Business
Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities
Act”), in connection with its initial public offering (“IPO”), Bannix Management LLP and Suresh Yezhuvath (collectively,
the “Initial Stockholders”) and Sixth Borough Capital Fund, LP (the “Investor”).


 


WHEREAS, the Company has filed with the U.S.
Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”)
for its initial public offering (“IPO”) of units (the “Public Units”), at a price of $10.00 per Public
Unit, each Public Unit consisting of one share of the Company’s common stock, par value $0.01 per share (“Common Stock”,
and the shares of Common Stock included in the Public Units, the “Public Shares”), one redeemable warrant, where each
whole warrant is initially exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share, subject
to adjustment and one right which entitles the holder to receive one tenth of one share of common stock (the “Warrants”;
the Warrants included in the Public Units, the “Public Warrants” and “Rights”);


 


WHEREAS, proceeds from the IPO and the sale
of the Private Placement Units (as defined below) in an aggregate amount equal to $10.10 per Public Unit will be deposited into
a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the Registration
Statement;


 


WHEREAS, in connection with the IPO, the Sponsor
and the Investor will purchase, in a private placement that will close simultaneously with the IPO Closing, Private Placement Units
which


 


are identical to the Public Units (the “Private
Placement Units”) except that the Private Warrants will be non-redeemable and exercisable on a cashless basis so long as
they are held by the Sponsor, the Investor or their respective permitted transferees (the “Private Warrants”);


 


WHEREAS, the Company has previously issued
2,875,000 shares to the Initial Stockholders (“Founder Shares”); and


 


WHEREAS, the Investor wishes to purchase some
of the Founder Shares and the Company and the Initial Stockholders are willing to sell the same to the Investor.


 






    	 



    	 



    

 


NOW THEREFORE, this Agreement witnesseth as
follows:


 


	1.	The
                                                                                                                         Investor
                                                                                                                         hereby
                                                                                                                         purchases
                                                                                                                         200,000
                                                                                                                         Shares
                                                                                                                         of the
                                                                                                                         Founder
                                                                                                                         Shares
                                                                                                                         (“Investor
                                                                                                                         Shares”)
                                                                                                                         and 25,000
                                                                                                                         Private
                                                                                                                         Placement
                                                                                                                         Units
                                                                                                                         for a
                                                                                                                         total
                                                                                                                         purchase
                                                                                                                         price
                                                                                                                         of $500,000.00.
	 	 
	2.	The
                                                                                                                         Company
                                                                                                                         will
                                                                                                                         record
                                                                                                                         this
                                                                                                                         purchase/transfer
                                                                                                                         in its
                                                                                                                         Share
                                                                                                                         Ledger
                                                                                                                         and will
                                                                                                                         effect
                                                                                                                         the transfer
                                                                                                                         of the
                                                                                                                         Founder
                                                                                                                         Shares
                                                                                                                         from
                                                                                                                         Suresh
                                                                                                                         Yezhuvath.
	 	 
	3.	In
                                                                                                                         the event
                                                                                                                         the Investor
                                                                                                                         fails
                                                                                                                         to purchase
                                                                                                                         the subscribed
                                                                                                                         for amount
                                                                                                                         of Investor
                                                                                                                         Shares
                                                                                                                         and Private
                                                                                                                         Placement
                                                                                                                         Units
                                                                                                                         at Closing
                                                                                                                         or at
                                                                                                                         any closing
                                                                                                                         in connection
                                                                                                                         with
                                                                                                                         the exercise
                                                                                                                         by the
                                                                                                                         underwriter
                                                                                                                         of the
                                                                                                                         Over-Allotment
                                                                                                                         Option,
                                                                                                                         the Investor
                                                                                                                         Shares
                                                                                                                         and the
                                                                                                                         Private
                                                                                                                         Placement
                                                                                                                         Units
                                                                                                                         purchased
                                                                                                                         by the
                                                                                                                         Investor
                                                                                                                         shall
                                                                                                                         be forfeited.
	 	 
	4.	The
                                                                                                                         Investor
                                                                                                                         hereby
                                                                                                                         acknowledges
                                                                                                                         that
                                                                                                                         the Investor
                                                                                                                         Shares,
                                                                                                                         being
                                                                                                                         part
                                                                                                                         of the
                                                                                                                         Founder
                                                                                                                         Shares,
                                                                                                                         do not
                                                                                                                         participate
                                                                                                                         in the
                                                                                                                         Trust
                                                                                                                         Account
                                                                                                                         established
                                                                                                                         by the
                                                                                                                         Company
                                                                                                                         for the
                                                                                                                         benefit
                                                                                                                         of its
                                                                                                                         public
                                                                                                                         stockholders
                                                                                                                         as described
                                                                                                                         in the
                                                                                                                         Registration
                                                                                                                         Statement
                                                                                                                         and in
                                                                                                                         the eventthe
                                                                                                                         Company
                                                                                                                         does
                                                                                                                         not consummate
                                                                                                                         an initial
                                                                                                                         Business
                                                                                                                         Combination,
                                                                                                                         will
                                                                                                                         expire
                                                                                                                         worthless
                                                                                                                         along
                                                                                                                         with
                                                                                                                         the Private
                                                                                                                         Placement
                                                                                                                         Units.
	 	 
	5.	The
                                                                                                                         Investor
                                                                                                                         acknowledges
                                                                                                                         and agrees
                                                                                                                         that,
                                                                                                                         ownership
                                                                                                                         of the
                                                                                                                         Investor
                                                                                                                         Shares
                                                                                                                         does
                                                                                                                         not give
                                                                                                                         them
                                                                                                                         any right,
                                                                                                                         title,
                                                                                                                         interest
                                                                                                                         or claim
                                                                                                                         of any
                                                                                                                         kind
                                                                                                                         in or
                                                                                                                         to any
                                                                                                                         monies
                                                                                                                         of the
                                                                                                                         Trust
                                                                                                                         Account
                                                                                                                         (“Claim”)
                                                                                                                         and hereby
                                                                                                                         waives
                                                                                                                         any Claim
                                                                                                                         it may
                                                                                                                         have
                                                                                                                         in the
                                                                                                                         future
                                                                                                                         against
                                                                                                                         the Company
                                                                                                                         and will
                                                                                                                         not seek
                                                                                                                         recourse
                                                                                                                         against
                                                                                                                         the Trust
                                                                                                                         Fund
                                                                                                                         for any
                                                                                                                         reason
                                                                                                                         whatsoever
                                                                                                                         (except
                                                                                                                         in respect
                                                                                                                         of any
                                                                                                                         shares
                                                                                                                         of Common
                                                                                                                         Stock
                                                                                                                         of the
                                                                                                                         Company
                                                                                                                         purchased
                                                                                                                         by the
                                                                                                                         Investor
                                                                                                                         in the
                                                                                                                         open
                                                                                                                         market).
	 	 
	6.	The
                                                                                                                         Investor
                                                                                                                         herewith
                                                                                                                         agrees
                                                                                                                         to vote
                                                                                                                         in favor
                                                                                                                         of any
                                                                                                                         Business
                                                                                                                         Combination
                                                                                                                         proposed
                                                                                                                         by the
                                                                                                                         Company.
	 	 
	7.	The
                                                                                                                         Investor
                                                                                                                         Shares,
                                                                                                                         being
                                                                                                                         part
                                                                                                                         of the
                                                                                                                         Founder
                                                                                                                         Shares,
                                                                                                                         will
                                                                                                                         be subject
                                                                                                                         to certain
                                                                                                                         lock¬up
                                                                                                                         provisions
                                                                                                                         (including
                                                                                                                         those
                                                                                                                         described
                                                                                                                         in the
                                                                                                                         Registration
                                                                                                                         Statement
                                                                                                                         of the
                                                                                                                         Company
                                                                                                                         and any
                                                                                                                         additional
                                                                                                                         lock-up
                                                                                                                         provisions
                                                                                                                         that
                                                                                                                         may be
                                                                                                                         agreed
                                                                                                                         to in
                                                                                                                         connection
                                                                                                                         with
                                                                                                                         a Business
                                                                                                                         Combination),
                                                                                                                         which
                                                                                                                         lock-up
                                                                                                                         provisions
                                                                                                                         may extend
                                                                                                                         beyond
                                                                                                                         the consummation
                                                                                                                         of the
                                                                                                                         Business
                                                                                                                         Combination.
	 	 
	8.	The
                                                                                                                         Investor
                                                                                                                         Shares,
                                                                                                                         being
                                                                                                                         part
                                                                                                                         of the
                                                                                                                         Founder
                                                                                                                         Shares,
                                                                                                                         will
                                                                                                                         be subject
                                                                                                                         to customary
                                                                                                                         registration
                                                                                                                         rights,
                                                                                                                         which
                                                                                                                         shall
                                                                                                                         be described
                                                                                                                         in the
                                                                                                                         Registration
                                                                                                                         Statement.
	 	 
	9.	The
                                                                                                                         Investor
                                                                                                                         will
                                                                                                                         not participate
                                                                                                                         in any
                                                                                                                         liquidation
                                                                                                                         distribution
                                                                                                                         with
                                                                                                                         respect
                                                                                                                         to the
                                                                                                                         Investor
                                                                                                                         Shares
                                                                                                                         (but
                                                                                                                         will
                                                                                                                         participate
                                                                                                                         in liquidation
                                                                                                                         distributions
                                                                                                                         with
                                                                                                                         respect
                                                                                                                         to any
                                                                                                                         units,
                                                                                                                         subunits
                                                                                                                         or shares
                                                                                                                         of Common
                                                                                                                         Stock
                                                                                                                         of the
                                                                                                                         Company
                                                                                                                         purchased
                                                                                                                         by the
                                                                                                                         Investor
                                                                                                                         in the
                                                                                                                         IPO or
                                                                                                                         in the
                                                                                                                         open
                                                                                                                         market)
                                                                                                                         if the
                                                                                                                         Company
                                                                                                                         fails
                                                                                                                         to consummate
                                                                                                                         a Business
                                                                                                                         Combination.
	 	 
	10.	The
                                                                                                                          Investor
                                                                                                                          Shares
                                                                                                                          will
                                                                                                                          include
                                                                                                                          any
                                                                                                                          additional
                                                                                                                          terms
                                                                                                                          or restrictions
                                                                                                                          as are
                                                                                                                          customary
                                                                                                                          in other
                                                                                                                          similarly
                                                                                                                          structured
                                                                                                                          blank
                                                                                                                          check
                                                                                                                          Company
                                                                                                                          offerings
                                                                                                                          or as
                                                                                                                          may
                                                                                                                          be reasonably
                                                                                                                          required
                                                                                                                          by the
                                                                                                                          underwriters
                                                                                                                          in the
                                                                                                                          IPO
                                                                                                                          in order
                                                                                                                          to consummate
                                                                                                                          the
                                                                                                                          IPO,
                                                                                                                          each
                                                                                                                          of which
                                                                                                                          will
                                                                                                                          be set
                                                                                                                          forth
                                                                                                                          in the
                                                                                                                          Registration
                                                                                                                          Statement.
	 	 
	11.	The
                                                                                                                          Investor
                                                                                                                          acknowledges
                                                                                                                          that,
                                                                                                                          if prior
                                                                                                                          to a
                                                                                                                          Business
                                                                                                                          Combination,
                                                                                                                          the
                                                                                                                          Initial
                                                                                                                          Stockholders
                                                                                                                          deem
                                                                                                                          it necessary,
                                                                                                                          in order
                                                                                                                          to facilitate
                                                                                                                          a Business
                                                                                                                          Combination
                                                                                                                          by the
                                                                                                                          Company,
                                                                                                                          for
                                                                                                                          the
                                                                                                                          Initial
                                                                                                                          Stockholders
                                                                                                                          to forfeit,
                                                                                                                          transfer,
                                                                                                                          exchange
                                                                                                                          or amend
                                                                                                                          the
                                                                                                                          terms
                                                                                                                          of all
                                                                                                                          or any
                                                                                                                          portion
                                                                                                                          of the
                                                                                                                          Founder
                                                                                                                          Shares
                                                                                                                          or to
                                                                                                                          enter
                                                                                                                          into
                                                                                                                          any
                                                                                                                          other
                                                                                                                          arrangements
                                                                                                                          with
                                                                                                                          respect
                                                                                                                          to the
                                                                                                                          Founder
                                                                                                                          Shares
                                                                                                                          to facilitate
                                                                                                                          the
                                                                                                                          consummation
                                                                                                                          of such
                                                                                                                          Business
                                                                                                                          Combination,
                                                                                                                          including
                                                                                                                          voting
                                                                                                                          in favor
                                                                                                                          of any
                                                                                                                          amendment
                                                                                                                          to the
                                                                                                                          terms
                                                                                                                          of the
                                                                                                                          Founder
                                                                                                                          Shares
                                                                                                                          (each,
                                                                                                                          a “Change
                                                                                                                          in Investment”),
                                                                                                                          the
                                                                                                                          Investor
                                                                                                                          shall
                                                                                                                          enter
                                                                                                                          into
                                                                                                                          any
                                                                                                                          such
                                                                                                                          agreement
                                                                                                                          or arrangement
                                                                                                                          involving
                                                                                                                          a Change
                                                                                                                          in Investment,
                                                                                                                          vote
                                                                                                                          in favor
                                                                                                                          of any
                                                                                                                          proposal
                                                                                                                          involving
                                                                                                                          a Change
                                                                                                                          in Investment
                                                                                                                          or otherwise
                                                                                                                          facilitate
                                                                                                                          or take
                                                                                                                          any
                                                                                                                          action
                                                                                                                          to affect
                                                                                                                          or permit
                                                                                                                          any
                                                                                                                          Change
                                                                                                                          in Investment
                                                                                                                          without
                                                                                                                          demur,
                                                                                                                          as per
                                                                                                                          the
                                                                                                                          instructions
                                                                                                                          of the
                                                                                                                          Initial
                                                                                                                          Stockholders.



 






    	 



    	 



    

 


	12.	The Investor acknowledges and agrees that it will execute agreements in form and substance typical for Company transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to, or upon, the consummation of the IPO as are reasonably acceptable to the Investor.
	 	 
	13.	The Investor acknowledges and accept the fact that the Investor Shares have not been registered under the Securities Act and will bear a restrictive legend.
	 	 
	14.	The Investor represents and warrants that:




 


	 	a.	it is acquiring the Investor Shares for its own account for investment purposes only;
	 	 	 
	 	b.	it has no present intention of selling or otherwise disposing of the Investor Shares in violation of the securities laws of the United States;
	 	 	 
	 	c.	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act;
	 	 	 
	 	d.	it has, if required to do so, completed an IRS Form W-9 or Form W-8BEN (or similar form), as applicable;
	 	 	 
	 	e.	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder;
	 	 	 
	 	f.	it is familiar with the proposed business, management, financial condition and affairs of the Company;
	 	 	 
	 	g.	it has full power, authority and legal capacity to execute and deliver this Agreement and any documents contemplated herein or needed to consummate the transactions contemplated in this letter;
	 	 	 
	 	h.	this Agreement constitutes its respective legal, valid and binding obligation, and is enforceable against it; and
	 	 	 
	 	i.	the Investor is not, and is not acting as, an agent, representative, intermediary or nominee for any person identified on the list of blocked persons maintained by the Office of Foreign Assets Control of the U.S. Treasury Department; and the Investor has complied with all applicable U.S. laws, regulations, directives and executive orders relating to anti-money laundering.




 


	15.	All terms mentioned herein, whether defined or not, shall have the same meaning as ascribed in the Registration Statement of the Company.




  


IN WITNESS WHEREOF, the parties have set their
hands unto this Agreement, on the date mentioned earlier.


 





	For BANNIX ACQUISITION CORP.	For SIXTH BOROUGH CAPITAL FUND,
LP
	 	 
	Subash Menon	Robert Keyser
	Chief Executive Officer	Chief Executive Officer
	Date: June 21, 2021	Date: June 18, 2021
	 	 
	For BANNIX MANAGEMENT LLP	 
	 	 
	Sudeesh Yezhuvath	Suresh Yezhuvath
	Partner	Date: June 21, 2021
	Date: June 21, 2021