Exhibit 10.9


 


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 Sea Otter Holdings LLC BD Series (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
1,437,500 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-9or 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 SEA OTTER HOLDINGS LLC BD
SERIES
	 	 
	Subash Menon	Peter Smith
	Chief Executive Officer	CEO
	Date: June 18, 2021	Date: June 15, 2021
	 	 
	For BANNIX MANAGEMENT LLP	 
	 	 
	Sudeesh Yezhuvath	Suresh Yezhuvath
	Partner	Date: June 18, 2021
	Date: June 18, 2021