REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2021 • Ibere Pharmaceuticals • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February ___, 2021, is made and entered into by and among Ibere Pharmaceuticals, a Cayman Islands exempted company (the “Company”), and PIPV Capital LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2021.Indemnity Agreement • February 9th, 2021 • Ibere Pharmaceuticals • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT IBERE PHARMACEUTICALS and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 9th, 2021 • Ibere Pharmaceuticals • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Ibere Pharmaceuticals, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Ibere Pharmaceuticals Philadelphia, PA 19103 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 9th, 2021 • Ibere Pharmaceuticals • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Ibere Pharmaceuticals, a Cayman Islands exempted company (the “Company”) and Raymond James & Associates, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 10,000,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pur
10,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2021 • Ibere Pharmaceuticals • Blank checks • New York
IBERE PHARMACEUTICALS Philadelphia, PA 19103Ibere Pharmaceuticals • February 9th, 2021 • Blank checks • New York
Ibere Pharmaceuticals, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer PIPV Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 2,875,000 of the Company’s Class B ordinary shares (the “Shares”), US $0.0001 par value per share (the “Class B Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their overallotment option (the “Overallotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Sha
Ibere Pharmaceuticals 2005 Market Street, Suite 2030 Philadelphia, PA 19103Administrative Services Agreement • February 9th, 2021 • Ibere Pharmaceuticals • Blank checks
This Administrative Services Agreement (this “Agreement”) by and between Ibere Pharmaceuticals (the “Company”) and PIPV Capital LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. [•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor shall make available, or cause to be made available, to the Company, at 2005 Market Street, Suite 2030 Philadelphia, PA 19103 (or any successor location or other existing office locations of the Sponsor or any of
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 9th, 2021 • Ibere Pharmaceuticals • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February ___, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ibere Pharmaceuticals, a Cayman Islands exempted company (the “Company”), and PIPV Capital LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • February 9th, 2021 • Ibere Pharmaceuticals • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Ibere Pharmaceuticals (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
