Exhibit 10.4


 


Confidential


 


SUBSCRIPTION AGREEMENT


 


Clene Inc.


6550 South Millrock Drive, Suite G50


Salt Lake City, Utah 84121


 


Ladies and Gentlemen:


 


This Subscription Agreement
(this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and
between Clene Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Investor”).
 


 


The
Company is seeking commitments from interested investors to purchase shares of the Company’s common stock, par value $0.0001 per
share (the “Shares”), in a private placement for a purchase price of $_____________ per share. The aggregate purchase
price to be paid by the Investor for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription
Amount.” 


 


In connection therewith, and
in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein,
and intending to be legally bound hereby, each of the Investor and the Company acknowledges and agrees as follows:


 


1. Subscription. The
Investor hereby irrevocably subscribes for and agrees to purchase from the Company the number of Shares set forth on the signature page
of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Investor acknowledges and agrees that
the Company reserves the right to accept or reject the Investor’s subscription for the Shares for any reason or for no reason, in
whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by the Company only when this Subscription
Agreement is signed by a duly authorized person by or on behalf of the Company; the Company may do so in counterpart form.


 


2. Closing. The closing
is contingent upon the substantially concurrent consummation of the transactions contemplated by the Loan and Security Agreement by and
among the Company, a wholly-owned subsidiary of the Company, and Avenue Venture Opportunities Fund, L.P., dated May 21, 2021 (the “Transaction”).
The closing of the transactions contemplated by this Subscription Agreement shall occur on the date of, and substantially concurrently
with and conditioned upon the effectiveness of, the Transaction and simultaneously with the Company’s acceptance of the subscription
for the shares by delivery of written notice from (or on behalf of) the Company to the Investor (the “Closing Date”).
The Investor shall deliver to the Company, on or prior to the Closing Date, the Subscription Amount by wire transfer of United States
dollars in immediately available funds to the account(s) specified by the Company in writing. On the Closing Date, the Company shall issue
a number of Shares to the Investor set forth on the signature page to this Subscription Agreement, and shall subsequently cause such Shares
to be registered in book entry form in the name of the Investor on the Company’s share register; provided, however,
that the Company’s obligation to issue the Shares to the Investor is contingent upon the Company having received the Subscription
Amount in full accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day,
other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.


 


3. Closing Conditions.


 


a. The obligation of the parties
hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:


 


(i) no applicable
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether
temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated
hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and


 






    


     


    

 


(ii)  all conditions
precedent to the closing of the Transaction shall have been satisfied or waived (as determined by the parties thereto and other than those
conditions which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition
is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement).


 


b. The obligation of the Company
to consummate the issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the condition that all representations
and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations
and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true in
all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each
of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date.


 


c.  The obligation of
the Investor to consummate the purchase of the Shares pursuant to this Subscription Agreement shall be subject to the condition that all
representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects
(other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which
representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute
a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as
of the Closing Date.


 


4. Further Assurances.
The parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may
deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.


 


5. Company Representations
and Warranties. The Company represents and warrants to the Investor that:


 


a.  The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all corporate power
and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and
perform its obligations under this Subscription Agreement.


 


b. As of the Closing Date, the
Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms
of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation
of or subject to any preemptive or similar rights created under the Company’s certificate of incorporation (as amended to the Closing
Date) or under the General Corporation Law of the State of Delaware.


 


c. This Subscription
Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the
valid and binding agreement of the Investor, this Subscription Agreement is enforceable against the Company in accordance with its terms,
except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other
laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.


 


d. The issuance and sale
of the Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of
the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property
or assets of the Company or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan
agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject that would
reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the
Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”) or materially affect the validity of
the Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement;
(ii) result in any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of
any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having
jurisdiction over the Company or any of their properties that would reasonably be expected to have a Material Adverse Effect or
materially affect the validity of the Shares or the legal authority of the Company to comply in all material respects with this
Subscription Agreement.


 






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e. The Financial
Statements (i) comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto
as of their respective dates; (ii) were prepared in accordance with United States generally accepted accounting principles
(“GAAP”) applied on a consistent basis throughout the periods involved; and (iii) fairly present in all material
respects the consolidated financial position and the results of operations, changes in stockholders’ deficit, and cash flows
of the Company and its consolidated subsidiaries as of the respective dates of and for the periods referred to in such financial
statements, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by
GAAP and the applicable rules and regulations of the SEC (but only if the effect of such adjustments would not, individually or in
the aggregate, be material). “Financial Statements” means (i) the audited Consolidated Balance Sheets of the
Company as of December 31, 2020 and 2019, the Consolidated Statements of Operations and Comprehensive Loss for the years ended
December 31, 2020 and 2019, the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity
(Deficit) as of December 31, 2020 and 2019 and the Consolidated Statements of Cash Flows for the years ended December 31, 2020 and
2019, in each case as included in the Form 10-K filed by the Company on March 29, 2021, and (ii) the unaudited Condensed
Consolidated Balance Sheets of the Company as of March 31, 2021 and December 31, 2020, the Condensed Consolidated Statements of
Operations and Comprehensive Loss for the three months ended March 31, 2021 and 2020, the Condensed Consolidated Statements of
Stockholders’ Equity (Deficit) as of March 31, 2021 and 2020 and the Consolidated Statements of Cash Flows for the three
months ended March 31, 2021 and 2020, in each case as included in the Form 10-Q filed by the Company on May 10, 2021.


 


6. Investor Representations
and Warranties. The Investor represents and warrants to the Company that:


 


a. The Investor (i) is
a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”)) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in
each case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Shares only for his, her or its
own account and not for the account of others, or if the Investor is subscribing for the Shares as a fiduciary or agent for one or more
investor accounts, the Investor has full investment discretion with respect to each such account, and the full power and authority to
make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring
the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall
provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring
the Shares and is an “institutional account” as defined by FINRA Rule 4512(c).


 


b. The Investor acknowledges
and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act
and that the Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Shares may not be
offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities
Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United
States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration
requirements of the Securities Act, and in each case in accordance with any applicable securities laws of the states of the United States
and other jurisdictions, and that any certificates representing the Shares shall contain a restrictive legend to such effect. The Investor
acknowledges and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the
Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Shares and may be required to bear the
financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges and agrees that the Shares will
not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at
least one year from the Closing Date. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to
making any offer, resale, transfer, pledge or disposition of any of the Shares.


 






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c. The Investor acknowledges
and agrees that the Investor is purchasing the Shares from the Company. The Investor further acknowledges that there have been no representations,
warranties, covenants and agreements made to the Investor by or on behalf of the Company, any of its affiliates or any control persons,
officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or
by implication, other than those representations, warranties, covenants and agreements of the Company expressly set forth in Section 5
of this Subscription Agreement.


 


d. The Investor’s acquisition
and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.


 


e.  The Investor acknowledges
and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with
respect to the Shares, including, with respect to the Company and its subsidiaries. Without limiting the generality of the foregoing,
the Investor acknowledges that he, she or it has reviewed the Company’s filings with the U.S. Securities and Exchange Commission
(the “SEC”). The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s),
if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and such
Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.


 


f.  The Investor became
aware of this offering of the Shares solely by means of direct contact between the Investor and the Company or a representative of the
Company, and the Shares were offered to the Investor solely by direct contact between the Investor and the Company or a representative
of the Company. The Investor did not become aware of this offering of the Shares, nor were the Shares offered to the Investor, by any
other means. The Investor acknowledges that the Shares (i) were not offered by any form of general solicitation or general advertising
and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act,
or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person, firm or corporation (including, without limitation, the Company, any of its affiliates or any control
persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations
and warranties of the Company contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in
the Company.


 


g. The Investor acknowledges
that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the
Company’s filings with the SEC. The Investor has such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting, legal and tax advice as
the Investor has considered necessary to make an informed investment decision. The Investor is able to sustain a complete loss on its
investment in the Shares, has no need for liquidity with respect to its investment in the Shares and has no reason to anticipate any change
in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Shares.


 


h. Alone, or together with any
professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Shares and determined
that the Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to
bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that
a possibility of total loss exists.


 


i.   In making its
decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the Investor.


 


j.   The Investor
acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any
findings or determination as to the fairness of this investment.


 






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k. The Investor, if not an individual,
has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or
incorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.


 


l. The execution,
delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized
and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other
tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which
the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s organizational
documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating
agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual,
has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized
to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against
the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether
considered at law or equity.


 


m. The Investor
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the
United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program,
(ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing
banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide
law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to
do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.)
(the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing
regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed
to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably
designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable
law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase
the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.


 


n. In connection with the issue
and purchase of the Shares, no person, firm or corporation has acted as the Investor’s financial advisor or fiduciary.


 


o. The
Investor has or has commitments to have and, when required to deliver payment to the Company pursuant
to Section 2 above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant
to this Subscription Agreement.


 


7. Registration
Rights. The Company agrees that, within sixty (60) calendar days after the Closing Date, it will file with the SEC (at the
Company’s sole cost and expense) a registration statement registering the resale of the Shares (the “Registration
Statement”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as
soon as practicable after the filing thereof. The Company agrees to cause such Registration Statement, or another shelf registration
statement that includes the Shares to be sold pursuant to this Subscription Agreement, to remain effective until the earliest of (i)
the second anniversary of the Closing, (ii) the date on which the Investor ceases to hold any Shares issued pursuant to this
Subscription Agreement, or (iii) on the first date on which the Investor is able to sell all of its Shares issued pursuant to this
Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act within 90 days without
limitation as to the amount of such securities that it may be sold. The Investor agrees to disclose its ownership to the Company
upon request to assist it in making the determination described above. The Company may amend the Registration Statement so as to
convert the Registration Statement to a Registration Statement on Form S-3 after the Company becomes eligible to use such Form S-3.
The Investor acknowledges and agrees that the Company may suspend the use of any such registration statement if it determines that
in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed to
include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligations to include the Shares
issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are
contingent upon the Investor furnishing in writing to the Company such information regarding the Investor, the securities of the
Company held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten
public offerings, as shall be reasonably requested by the Company to effect the registration of such Shares, and shall execute such
documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in
similar situations.


 






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8. Termination. This
Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder
shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) the Company’s
notification to the investor in writing that it has terminated the Investor’s obligations with respect to the subscription without
the delivery of the Shares having occurred, (b) May 31, 2021, if the Closing has not occurred by such date or (c) if any of the conditions
to Closing set forth in Section 3 of this Subscription Agreement are (i) not satisfied or waived prior to the Closing (and if the failure
to so satisfy such condition is capable of being cured prior to the Closing, such failure shall not have been cured by the thirtieth calendar
day following receipt of written notice from the party claiming such condition has not been satisfied) or (ii) not capable of being satisfied
on the Closing and, in each case of (i) and (ii), as a result thereof, the transactions contemplated by this Subscription Agreement will
not be and are not consummated at the Closing (the termination events described in clauses (a)–(c) above, collectively, the “Termination
Events”); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the
time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising
from any such willful breach. Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further
effect and any monies paid by the Investor to the Company in connection herewith shall promptly (and in any event within one business
day) following the Termination Event be returned to the Investor, which obligation to return such monies and remedies for losses, liabilities
and damages arising from willful breach shall survive termination of this Subscription Agreement.


 


9. Miscellaneous.


 


a.  Neither this Subscription
Agreement nor any rights that may accrue to the Investor hereunder (other than the Shares acquired hereunder, if any) may be transferred
or assigned.


 


b. The Company may request from
the Investor such additional information as the Company may deem necessary to register the resale of the Shares and evaluate the eligibility
of the Investor to acquire the Shares, and the Investor shall provide such information as may reasonably be requested. The Investor acknowledges
that the Company may file a copy of this Subscription Agreement with the SEC as an exhibit to a periodic report or a registration statement
of the Company.


 


c.   The Investor acknowledges
that the Company and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in
this Subscription Agreement. Prior to the Closing, the Investor agrees to promptly notify the Company if any of the acknowledgments, understandings,
agreements, representations and warranties set forth in Section 6 above are no longer accurate. The Investor acknowledges and agrees that
each purchase by the Investor of Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements,
representations and warranties herein (as modified by any such notice) by the Investor as of the time of such purchase.


 


d. The Company is entitled to
rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


e.  All of the agreements,
representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


f. This
Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 8 above) except by an
instrument in writing, signed by each of the parties hereto. No failure or delay of either party in exercising any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive
of any rights or remedies that they would otherwise have hereunder.


 


g. This Subscription Agreement
(including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth in Section 7,
Section 9(c), Section 9(d), Section 9(f), this Section 9(g), the last sentence of Section 9(k) and Section 10 with respect to the persons
specifically referenced therein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties
hereto, and their respective successor and assigns, and the parties hereto acknowledge that such persons so referenced are third party
beneficiaries of this Subscription Agreement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to
the applicable provisions.


 






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h. Except as otherwise provided
herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and
acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors,
legal representatives and permitted assigns.


 


i.   If any provision
of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired
thereby and shall continue in full force and effect.


 


j.   This Subscription
Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties
in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and
delivered shall be construed together and shall constitute one and the same agreement.


 


k. The parties hereto acknowledge
and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof
of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy
to which such party is entitled at law, in equity, in contract, in tort or otherwise.


 


l.   This Subscription
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof) as to all matters (including any action, suit, litigation, arbitration,
mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any governmental entity
related hereto), including matters of validity, construction, effect, performance and remedies.


 


m.   Each party
hereto hereby and any person asserting rights as a third party beneficiary may do so only if he, she or it irrevocably agrees that
any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort or otherwise, arising in
connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any
related document or any of the transactions contemplated hereby or thereby (“Legal Dispute”) shall be brought
only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in the State of Delaware,
and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any
such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or
proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is
filed in accordance with this Section 9(m) is pending before a court, all actions, suits or proceedings with respect to such Legal
Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive
jurisdiction of such court. Each party hereto and any person asserting rights as a third party beneficiary may do so only if he, she
or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to
the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not
maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or
proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final
judgment in any action, suit or proceeding described in this Section 9(m) following the expiration of any period permitted for
appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY
BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR
COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR
ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS
PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A
NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL
DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.


 






    7


     


    

 


10. Non-Reliance and Exculpation.
The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any
person, firm or corporation, other than the statements, representations and warranties of the Company expressly contained in Section
5 of this Subscription Agreement, in making its investment or decision to invest in the Company. The Investor acknowledges and agrees
that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private
placement of the Shares (including the investor’s respective affiliates or any control persons, officers, directors, employees,
partners, agents or representatives of any of the foregoing), or (ii) any Non-Party Affiliate, shall have any liability to the Investor,
or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement
related to the private placement of the Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated
hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by
any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach
of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith,
as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or
materials of any kind furnished by the Company or any Non-Party Affiliate concerning the Company, any of its controlled affiliates, this
Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates”
means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate
of the Company or any of the Company’s controlled affiliates or any family member of the foregoing.


 


[SIGNATURE PAGES FOLLOW]


 






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IN WITNESS WHEREOF,
the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set
forth below.


 


	Name of Investor:	 	State/Country of Formation or Domicile:
	 	 	 
	By: 	                               	 	 
	Name:  	 	 	 
	Title: 	 	 	 
	 	 	Date: ___________, 2021
	Name in which Shares are to be registered (if different):	 	 
	 	 	 
	Investor’s EIN: _____________	 	 
	 	 	 
	
    Business Address-Street:

    
	 	For notices, with copy to (which shall not constitute notice):
	 	 	 
	
    City, State, Zip:

    
	 	 
	 	 	 
	Attn: 	 	 
	 	 	 
	
    Telephone No.:
	 	 
	Facsimile No.:	 	Attn:
	 	 	 
	Number of Shares subscribed for:	 	 
	 	 	 
	Aggregate Subscription Amount: $	 	Price Per Share: $___________________



 


You must pay the Subscription
Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in writing. To
the extent the offering is oversubscribed, the number of Shares received may be less than the number of Shares subscribed for.




 






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IN WITNESS WHEREOF, the Company
has accepted this Subscription Agreement as of the date set forth below.


 





	 	CLENE INC.
	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 
	 	 	 



Date: __________, 2021


 






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SCHEDULE A


 


ELIGIBILITY REPRESENTATIONS
OF THE INVESTOR


 


	A.	QUALIFIED INSTITUTIONAL BUYER STATUS


 


	 	(Please check the applicable subparagraphs):


 


☐ We are a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).


 


	B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS


 


	 	(Please check the applicable subparagraphs):


 


	 	1.	☐ 	We are an “accredited investor” (within the meaning
of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of
Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box below indicating the provision under which we
qualify as an “accredited investor.”


 


	 	2. 	☐ 	We are not a natural person.


 


Rule 501(a), in relevant part, states that
an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably
believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated,
by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly
qualifies as an “accredited investor.”


 


☐ Any bank, registered
broker or dealer, insurance company, registered investment company, business development company, or small business investment company;


 


☐ Any plan established
and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the
benefit of its employees, if such plan has total assets in excess of $5,000,000;


 


☐ Any employee
benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment
adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;


 


☐ Any organization
described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not formed for
the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


 


☐ Any trust with
assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by
a sophisticated person;


 


☐ Any entity in
which all of the equity owners are accredited investors within the meaning of Rule 501(a); or


 


☐ Any natural
person who (i) has an individual net worth, or joint net worth with their spouse or equivalent, in excess of $1,000,000, (ii) had an individual
income in excess of $200,000 in each of the two most recent years, or (iii) had joint income with their spouse or equivalent in excess
of $300,000 in each of the two most recent years and has a reasonable expectation of reaching the same income level in the current year.


 


This page should
be completed by the Investor


and constitutes
a part of the Subscription Agreement.