Exhibit 10.4


 


Callodine
Acquisition Corporation


Two International Place, Suite 1830


Boston, MA 02110


 


January 24, 2021


 


Callodine Sponsor, LLC

Two International Place, Suite 1830


Boston, MA 02110


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


This agreement (the “Agreement”) is entered
into on January 24, 2021 by and between Callodine Sponsor, LLC, a Delaware limited liability company (the “Subscriber”
or “you”), and Callodine Acquisition Corporation, a Delaware corporation (the “Company”,
“we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber
has made to purchase 5,750,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the
“Class B Common Stock”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the
initial public offering (“IPO”) of units (“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:


 


Article
I.

Purchase of Securities


 


Section 1.01 Purchase of Shares. For the sum of $25,000
(the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares
to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject
to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution
of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s
name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.


 


Article
II.

Representations, Warranties and Agreements


 


Section 2.01 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:


 


		a)	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.



 


		b)	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.



 






     


     


    

 


		c)	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 is 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).



 


		d)	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 (as defined
below) 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.



 


		e)	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 Article II 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.



 


		f)	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 of 1933, as amended (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 state law.



 






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		g)	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 under the Securities Act.



 


		h)	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.



 


		i)	No Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary
or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.



 


Section 2.02 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:


 


		a)	Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. The Company possesses all requisite corporate power and authority necessary to carry out
the transactions contemplated by this Agreement.



 


		b)	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 Certificate of Incorporation or Bylaws
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, except,
with respect to clauses (ii) and (iii) above, where such violation, conflict or default would not reasonably be expected to have
a material adverse effect on the financial condition, operating results or assets of the Company.



 






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		c)	Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be
duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof,
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 (i) transfer restrictions hereunder and other agreements to which the Shares may be subject which have been notified
to the Subscriber in writing, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances
imposed due to the actions of the Subscriber.



 


		d)	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.



 


Article
III.

Forfeiture of Shares


 


Section 3.01 Partial or No Exercise of the Over-allotment
Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber
acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such
number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised)
such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will
own an aggregate number of Shares, not including any shares of the Company’s Class A common stock, par value $0.0001 per
share (the “Class A Common Stock” and, together with the Class B Common Stock, the “Common Stock”),
issuable upon exercise of any warrants or any shares of Class A Common Stock purchased by Subscriber in the IPO or in the aftermarket,
equal to twenty percent (20%) of the issued and outstanding shares of Common Stock immediately following the IPO.


 


Section 3.02 Termination of Rights as Stockholder. If
any of the Shares are forfeited in accordance with this Article III, then after such time the Subscriber (or successor
in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is
appropriate to cancel such forfeited Shares.


 


Section 3.03 Share Certificates. In
the event an adjustment to the Original Certificates, if any, is required pursuant to this Article III, then the Subscriber
shall return such Original Certificates to the Company or its designated agent as soon as practicable upon its receipt of notice
from the Company advising Subscriber of such adjustment, following which a new certificate (the “New Certificate”),
if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate,
if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held
by the Subscriber shall be made in book-entry form.


 






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Article
IV.

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 stockholders 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 any shares of Class A Common Stock in the IPO or in the aftermarket, any such 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 Shares into funds held in the Trust Account upon the successful completion of an initial business combination.


 


Article
V.

Restrictions on Transfer


 


Section 5.01 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.


 


Section 5.02 Lock-up.
Subscriber acknowledges that the Securities will be subject to lock-up provisions (a “Lock-up”) contained in
the Insider Letter.


 


Section 5.03 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 OF 1933, AS AMENDED, 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 A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCK-UP.” 


 






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Section 5.04 Additional Shares or Substituted Securities.
In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than
Shares, a spin-off, a share split, 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 Article V or into which
such Shares thereby become convertible shall immediately be subject to this Article V and Article III.
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 Article V and Article III.


 


Section 5.05 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 rights agreement
to be entered into with the Company in connection with the closing of the IPO (the “Registration Rights Agreement”).


 


Article
VI.

Other Agreements


 


Section 6.01 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.


 


Section 6.02 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.


 


Section 6.03 Entire Agreement. This Agreement, together
with the Insider Letter and the Registration Rights Agreement, 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.


 


Section 6.04 Modifications and Amendments. The terms
and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 






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Section 6.05 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.


 


Section 6.06 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.


 


Section 6.07 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.


 


Section 6.08 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 New York applicable
to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.


 


Section 6.09 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.


 


Section 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.


 


Section 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. 


 






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Section 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.


 


Section 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.


 


Section 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.


 


Section 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.


 


Section 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.


 


Article
VII.

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 stockholders and shall not seek
redemption 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 stockholders in connection with an initial business combination negotiated by the Company.


 


Article
VIII.

Indemnification


 


Each party shall indemnify the other against any loss, cost
or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation,
warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 



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


 


	 	Callodine Acquisition Corporation
	 	 
	 	By:	/s/ Austin McClintock
	 	 	Name: 	Austin McClintock
	 	 	Title:	Chief Financial Officer, Vice President, Secretary & Treasurer


  


Accepted and agreed as of the date first written above.


 


	 	Callodine Sponsor, LLC
	 	 
	 	By:	/s/ Austin McClintock
	 	 	Name: 	Austin McClintock
	 	 	Title:	Chief Financial Officer, Secretary, Treasurer & Authorized Signatory


 


[Signature Page to Securities Subscription
Agreement]


 


 


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