SECOND AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT
Exhibit 10.2
SECOND AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT
This Second Amendment to Convertible Note Subscription Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”) and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”). Each of Iris, ParentCo, Subscriber and Liminatus is also referred to herein as a “Party” and, collectively, the “Parties”.
WHEREAS, Iris, XxxxxxXx and Subscriber entered into that certain Convertible Note Subscription Agreement, dated November 28, 2022 (the “Note Subscription Agreement”);
2. Second Amendment to Note Subscription Agreement.
(a) Section 7. Clause (c) of the first sentence of Section 7 of the Note Subscription Agreement is hereby amended and restated in its entirety to read as follows:
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“by written notice from Subscriber given any time on or after July 31, 2024, if the Closing has not occurred by such date and the terminating party’s breach was not the primary reason the Closing failed to occur by such date, (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 or common
law intentional fraud in the making of any representation or warranty hereunder, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach or fraud.”
5. Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of laws principles thereto that would call for the application of the laws of any other jurisdiction.
[Signature page to follow.]
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IN WITNESS WHEREOF, this Second Amendment to Convertible Note Subscription Agreement has been duly executed and delivered by each of the Parties as of the date first above written.
IRIS | ||
Iris Acquisition Corp | ||
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: |
Chief Executive Officer |
PARENTCO | ||
Iris Parent Holding Corp. | ||
By: | /s/ Xxxxx Xxx | |
Name: | Xxxxx Xxx | |
Title: | CEO, Secretary and Treasurer |
SUBSCRIBER | ||
Ewon Comfortech Co., Ltd. | ||
By: | /s/Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: | CEO |
LIMINATUS | ||
Liminatus Pharma, LLC | ||
By: | /s/ Xxxxx Xxx | |
Name: | Xxxxx Xxx | |
Title: | CEO, Secretary and Treasurer |
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