FORM OF UNSECURED SUBORDINATED CONVERTIBLE NOTE DUE MARCH 31, 2026Convertible Security Agreement • December 1st, 2022 • Iris Acquisition Corp • Blank checks • New York
THIS UNSECURED SUBORDINATED CONVERTIBLE NOTE is a duly authorized and validly issued promissory note of IRIS Parent Holding Corp., a Delaware corporation (the “Company”), having its principal place of business at 6 Centerpointe Dr. #625, La Palma, CA 90623, designated as its Convertible Note due March 31, 2026 (this “Note”).
SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • December 1st, 2022 • Iris Acquisition Corp • Blank checks
This Sponsor Forfeiture Agreement (this “Agreement”) is entered into as of November 30, 2022, by and between Iris Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Iris Acquisition Corp, a Delaware corporation (the “SPAC”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 1st, 2022 • Iris Acquisition Corp • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 28, 2022, by and among IRIS Acquisition Corp., a Delaware corporation (“IRIS”), IRIS Parent Holding Corp., a Delaware corporation (“Issuer” or “ParentCo”) and the undersigned subscriber (“Subscriber”).
BUSINESS COMBINATION AGREEMENT by and among IRIS ACQUISITION CORP, IRIS PARENT HOLDING CORP., SPAC MERGER SUB, INC., LIMINATUS PHARMA MERGER SUB, INC. and LIMINATUS PHARMA, LLC DATED AS OF NOVEMBER 30, 2022Business Combination Agreement • December 1st, 2022 • Iris Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of November 30, 2022 (the “Effective Date”), by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”), Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“SPAC Merger Sub” and together with Liminatus Merger Sub, the “Merger Subs”). Each of SPAC, ParentCo, SPAC Merger Sub, Liminatus Merger Sub, and the Company is also referred to herein as a “Party” and, collectively, as the “Parties”.
LOCK-UP AGREEMENTLock-Up Agreement • December 1st, 2022 • Iris Acquisition Corp • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of November 30, 2022 by and among the undersigned (the “Holder”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”) and Iris Acquisition Holdings LLC, a Delaware limited liability company (“Sponsor”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 1st, 2022 • Iris Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of November 30, 2022 (this “Agreement”), is entered into by and among the shareholder listed on Exhibit A hereto (the “Shareholder”), Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”), and Iris Acquisition Corp, a Delaware corporation (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 1st, 2022 • Iris Acquisition Corp • Blank checks • New York
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on November 28, 2022, by and among IRIS Acquisition Corp., a Delaware corporation ( “IRIS”), IRIS Parent Holding Corp., a Delaware corporation (the “Issuer” or “ParentCo”) and the undersigned subscriber (“Subscriber”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2022 • Iris Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Iris Acquisition Corp., a Delaware corporation formerly known as Tribe Capital Growth Corp I (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (the “ParentCo” or the “Company”)), Iris Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), the former members of Liminatus Pharma LLC set forth on the signature page hereto (“Liminatus Members”), Ewon Comfortech Co., Ltd. (the “Equity PIPE Subscribers”), Ewon Comfortech Co., Ltd. (the “Convertible Note PIPE Subscribers” and together with the Equity PIPE Subscribers, the “PIPE Subscribers” and together with the Sponsor, Cantor, the Liminatus Members and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holder
