Exhibit
10.3


 


INFINT
ACQUISITION CORPORATION AMENDED AND RESTATED


FOUNDER
SHARE SUBSCRIPTION AGREEMENT


 


Effective
November 18, 2021


 


InFinT
Capital LLC


 


RE:
Founder Shares Subscription Agreement


 


Gentlemen:


 


This
agreement (this “Agreement”) was originally entered into on April 27, 2021 by and between InFinT Capital LLC, a Delaware
limited liability company (the “Subscriber” or “you”), and InFinT Acquisition Corporation, a Cayman
Islands exempted company (the “Company,” “we” or “us”). This Agreement is being
amended and restated to account for an increase of the number of class B ordinary shares with a par value of US$0.0001 each in the Company
(“Ordinary Shares”) which are issuable to Subscriber as a result of the upsizing of the Company’s initial public
offering (“IPO”) of units (“Units”) of the Company on November 18, 2021.


 


Pursuant
to the terms hereof, the Company (a) as of April 27, 2021 (the “April Closing Date”) hereby accepts the offer of the
Subscriber to purchase) 5,031,250 Ordinary Shares (the “April Shares”) issued and sold on the April Closing Date for
$25,000 and (b) as of November 18, 2021 (the “November Closing Date”) accepts the offer of the Subscriber to purchase
801,833 Ordinary Shares (the “November Shares”; collectively with the April Shares, the “Shares”)
issued and sold as of the November Closing Date for $100. Up to 760,837 of such Shares are subject to surrender and cancellation by you
if the underwriters of the IPO of Units 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 Securities.



 


1.1
Purchase of Shares. For the sum of US$25,000
(the “April Shares Purchase Price”) in cash, the Company as of the April Closing Date has issued and sold 5.031,250
April Shares on the April Closing Date. For the sum of US$100 (the “November Shares Purchase Price”) in cash, the
Company as of the November Closing Date issues and sells 801,833 November Shares as of the date hereof, and the Subscriber hereby purchases
such November Shares from the Company, subject to surrender and cancellation, on the terms and subject to the conditions set forth in
this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders
and cancellations for no consideration of such shares as a matter of Cayman Islands law.


 


	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 or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment
or decree to which the Subscriber is subject.


 




    	 



     


    

 


2.1.3
Organization and Authority. The Subscriber is
a Delaware limited liability company, 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 Subscriber, enforceable against Subscriber in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of
creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding
at law or in equity).


 


2.1.4
Experience, Financial Capability and Suitability.
Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares
and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not
been registered under the Securities Act of 1993, as amended (the “Securities Act”) and therefore cannot be sold unless
subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating
the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic
risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii)
an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in
the Shares and to afford a complete loss of Subscriber’s investment in the Shares.


 


2.1.5
Access to Information; Independent Investigation.
Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives
of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and
the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make
this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based
upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands
that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section
2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral,
relating to the Company, its operations and/or its prospects.


 


2.1.6
Regulation D Offering. Subscriber represents
that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and acknowledges
the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within
the meaning of Section 501(a) of Regulation D under the Securities Act 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 decide to enter into this Agreement as
a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act.


 


2.1.8
Restrictions on Transfer; Shell Company. Subscriber
understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber
understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and
Subscriber understands that the certificates or book-entries 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 pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration.
Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any
such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration
or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell
company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial
business combination of the Company, despite technical compliance with the 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 or necessary on the part of Subscriber in connection with the transactions contemplated
by this Agreement.


 


2.2
Company’s Representations, Warranties and Agreements.
To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber
as follows:


 


2.2.1
Incorporation and Corporate Power. The Company
is a Cayman Islands exempted company and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and
delivery by the Company, this Agreement will be a legal, valid and binding agreement of the Company, enforceable against the Company
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).


 


2.2.2
No Conflicts. The execution, delivery and performance
of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) the memorandum and articles of association of the Company, (ii) any agreement, indenture or instrument to which the
Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or
decree to which the Company is subject.


 


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


 


2.2.4
No Adverse Actions. There are no actions, suits,
investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation
of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions
or seeks to recover damages or to obtain other relief in connection with any transactions.


 


	3.	Surrender
                                            and Cancellation of Shares.



 


3.1
Partial or No Exercise of the Over-allotment Option.
In the event the Over-allotment Option granted to the underwriter of the Company’s IPO is not exercised in full, the Subscriber
acknowledges and agrees that it shall surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 760,837
Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such surrender,
the Subscriber (and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i)
any private placement units that are expected to be purchased at the closing of the IPO, (ii) class A ordinary shares issuable upon exercise
of any warrants, or (iii) class A ordinary shares purchased by Subscriber in the IPO or in the aftermarket) equal to 20.0% of the issued
and outstanding ordinary shares of the Company immediately following the IPO (excluding private placement units that are expected to
be purchased at the closing of the IPO and securities expected to be issued to the underwriter for the IPO).


 


3.2
Termination of Rights as Shareholder. If any
of the Shares are surrendered and cancelled in accordance with this Section 3, then after such time the Subscriber (or successor in interest),
shall no longer have any rights as a holder of such Shares, and the Company shall take such action as is appropriate to cancel such Shares.


 


	4.	Waiver
    of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber
    hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account
    which will be established for the benefit of the Company’s public shareholders and into which substantially all of the proceeds
    of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
    failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases ordinary
    shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions
    by the Company. However, in no event will the Subscriber have the right to redeem any ordinary shares into funds held in the Trust
    Account upon the successful completion of an initial business combination.




 



    	 



     


    



 


	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 Subscriber and the Company, 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. Subscriber acknowledges that the Securities
will be subject to lock-up provisions (the “Lock- up”) contained in the Insider Letter.


 


5.3
Restrictive Legends. Any certificates representing
the Shares shall have endorsed thereon legends substantially as follows:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, 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.”


 


5.4
Additional Shares or Substituted Securities.
In the event of the declaration of a share capitalization, the declaration of an extraordinary dividend payable in a form other than
Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property
which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby
become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution
of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3.


 


5.5
Registration Rights. Subscriber acknowledges
that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become
freely tradable only after certain conditions are met or they are registered pursuant to a Registration and Shareholder Rights Agreement
to be entered into with the Company prior to the closing of the IPO.


 


	6.	Other
                                            Agreements.



 


6.1
Further Assurances. Subscriber agrees to execute
such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.


 


6.2
Notices. All notices, statements or other documents
which are required or contemplated by this Agreement shall be: (i) in writing and delivered 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
the Insider Letter and the Registration Rights Agreement to be entered into between Subscriber and the Company, each substantially in
the form to be filed as an exhibit to the Registration Statement on Form S-1 associated with the Company’s IPO, 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 a written document executed by the party entitled
to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent
with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective
only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.


 


6.6
Assignment. The rights and obligations under
this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 


6.7
Benefit. All statements, representations, warranties,
covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors
and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among
the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.


 


6.8
Governing Law. This Agreement and the rights
and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the Cayman Islands, 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 save 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 subdivisions 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 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. 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.


 


6.16
Mutual Drafting. This Agreement is the joint
product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


	7.	Voting
    and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates
    and submits for approval to the Company’s shareholders and shall not seek redemption or repurchase with respect to such Shares.
    Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders
    in connection with an initial business combination negotiated by the Company.



 


[Signature
Page Follows]


 




    	 



     


    

 


If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to
us.


 


	 	Very
  truly yours,
	 	InFinT
  Acquisition Corporation
	 	 	 
	 	By:	/s/
  Sheldon Brickman
	 	Name:	Sheldon
  Brickman
	 	Title:	Chief
  Financial Officer






 


	Accepted
  and agreed as of the date first written above.	 
	InFinT
  Capital LLC	 
	 	 	 
	By:	/s/
  Alexander Edgarov	 
	Name:	Alexander
  Edgarov	 
	Title:	Manager	 






 


[Signature
Page to Founder Shares Subscription Agreement]