REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Tribe Capital Growth Corp I, a Delaware corporation (the “Company”) and Tribe Arrow Holdings I LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor” and 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”).
UNDERWRITING AGREEMENT between Tribe Capital Growth Corp I and CANTOR FITZGERALD & CO. Dated: March 4, 2021Underwriting Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
The undersigned, Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 4, 2021 is by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021, by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Tribe Capital Growth Corp I San Francisco, CA 94110Tribe Capital Growth Corp I • December 21st, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between Tribe Arrow Holdings I LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Tribe Capital Growth Corp., 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 of Class B common stock, $0.0001 par value per share (the “Shares”), 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:
March 4, 2021Letter Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co, 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 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), Tribe Arrow Holdings I LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor” and 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”).
INDEMNITY AGREEMENTIndemnity Agreement • February 5th, 2021 • Tribe Capital Growth Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 10th, 2021 • Tribe Capital Growth Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tribe Capital Growth Corp I, a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co., a New York general partnership and representative of the underwriters in the Public Offering (as described below) (the “Purchaser”).
Tribe Capital Growth Corp ILetter Agreement • February 26th, 2021 • Tribe Capital Growth Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co, 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 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
FORM OF UNSECURED SUBORDINATED CONVERTIBLE NOTE DUE MARCH 31, 2026Iris Acquisition Corp • December 1st, 2022 • 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”).
Re: PIPE Commitment AgreementTribe Capital Growth Corp I • March 10th, 2021 • Blank checks • New York
We are writing to record the principal terms and conditions on which Arrow Capital, or one or more of its affiliated or group companies (collectively, “Arrow”), is willing, in principle, to assist Tribe Capital Growth Corp I, a Delaware corporation (the “Company”), in raising capital (the “Services”) in connection with the Company’s initial business combination (the “Business Combination”). The Company is seeking to consummate an initial public offering (the “IPO”) pursuant to a registration statement on Form S-1 (File No. 333-252413), filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 25, 2021, as amended from time to time (the “Registration Statement”). The terms on which Arrow is willing to provide such Services are set forth in this agreement (this “Agreement”) and are as follows:
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 28th, 2023 • Iris Acquisition Corp • Blank checks • New York
This Amendment to Business Combination Agreement (this “Amendment”) is entered into as of June 1, 2023, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of SPAC, ParentCo, and the Company is also referred to herein as a “Party” and, collectively, the “Parties”.
Tribe Capital Growth Corp ITribe Capital Growth Corp I • February 5th, 2021 • Blank checks • New York
This letter agreement by and between Tribe Capital Growth Corp I (the “Company”) and Tribe Capital Management LLC (“TCM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing 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) (such earlier date hereinafter referred to as the “Termination Date”):
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 17th, 2024 • Iris Acquisition Corp • Blank checks • New York
This Third Amendment to Business Combination Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of SPAC, ParentCo, and the Company is also referred to herein as a “Party” and, collectively, the “Parties”.
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”).
SECOND AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • April 5th, 2024 • Iris Acquisition Corp • Blank checks • New York
This Second Amendment to 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”.
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 28th, 2023 • Iris Acquisition Corp • Blank checks • New York
This Second Amendment to Business Combination Agreement (this “Amendment”) is entered into as of August 14, 2023, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of SPAC, ParentCo, and the Company is also referred to herein as a “Party” and, collectively, the “Parties”.
Iris Acquisition CorpIris Acquisition Corp • March 12th, 2024 • Blank checks
This letter agreement by and between Iris Acquisition Corp (the “Company”) and Arrow Capital Management LLC (“Arrow”), dated as of 11 March 2024, will confirm our agreement that, commencing on 1st January 2024 (the “Start Date”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (such earlier date hereinafter referred to as the “Termination Date”):
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”).
SECOND AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 5th, 2024 • Iris Acquisition Corp • Blank checks • New York
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”.
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).
SECOND AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 17th, 2024 • Iris Acquisition Corp • Blank checks • New York
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”.
AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 17th, 2024 • Iris Acquisition Corp • Blank checks • New York
This Amendment to Convertible Note Subscription Agreement (this “Amendment”) is entered into as of August 14, 2023, 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”.
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”).
Tribe Capital Growth Corp ITribe Capital Growth Corp I • August 16th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between Tribe Arrow Holdings I LLC, a Delaware limited liability company (“you”), and Tribe Capital Growth Corp I, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, you hereby confirm your commitment that, through August 31, 2022, if funds are needed by the Company and upon request by the Company, the undersigned will provide loans of up to an aggregate of $1,141,000 to the Company. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of the Company’s initial business combination. Any loans issued by you to the Company pursuant to this Agreement shall be on substantially the same terms as that certain promissory note in the principal amount of $300,000, dated as of December 4, 2020, issued by the Company to you. You understand that if the Company does not consummate its initial business combination (as described in the Company’s final pros
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 5th, 2024 • Iris Acquisition Corp • Blank checks • New York
This Third Amendment to Business Combination Agreement (this “Amendment”) is entered into as of March 9, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of SPAC, ParentCo, and the Company is also referred to herein as a “Party” and, collectively, the “Parties”.
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 17th, 2024 • Iris Acquisition Corp • Blank checks • New York
This Second Amendment to Business Combination Agreement (this “Amendment”) is entered into as of August 14, 2023, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of SPAC, ParentCo, and the Company is also referred to herein as a “Party” and, collectively, the “Parties”.
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
Tribe Capital Growth Corp ITribe Capital Growth Corp I • March 10th, 2021 • Blank checks • New York
This letter agreement by and between Tribe Capital Growth Corp I (the “Company”) and Tribe Capital Management LLC (“TCM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing 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) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • April 17th, 2024 • Iris Acquisition Corp • Blank checks • New York
This Amendment to Subscription Agreement (this “Amendment”) is entered into as of August 14, 2023, 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”.
SECOND AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • April 17th, 2024 • Iris Acquisition Corp • Blank checks • New York
This Second Amendment to 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”.
