Exhibit 10.5


  


SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS
PURCHASE AGREEMENT, dated as of February 25, 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”).


 


WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary
Share”), and one-half of one redeemable warrant;


 


WHEREAS, each whole warrant
entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and


 


WHEREAS, the Purchaser
has agreed to purchase an aggregate of 4,475,000 warrants (or up to 4,835,000 warrants if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Sponsor Warrants”), each Sponsor Warrant entitling
the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s
registration statement on Form S-1 related to the Public Offering (the “Registration Statement”).


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.       
Authorization, Purchase and Sale; Terms of the Sponsor Warrants.


 


A.     
Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants
to the Purchaser.


 


B.      
Purchase and Sale of the Sponsor Warrants.


 


(i)          
As payment in full for the 4,475,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $4,475,000
(the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may
be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution
to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1)
business day prior to the date of effectiveness of the Registration Statement.


 


(ii)         
In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional
360,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of
the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in
full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all
or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount
of $360,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company,
to the Trust Account.


   


(iii)        
The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public
Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor
Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such
closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing
Date”). The closing of the purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants
shall take place at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York, 10105,
or such other place as may be agreed upon by the parties hereto.


 


 






     


     


    

C.      
Terms of the Sponsor Warrants.


 


(i)          
Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent, in connection with the Public Offering (a “Warrant Agreement”).


 


(ii)         
At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights
agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchaser relating to the Sponsor Warrants and the Ordinary Shares underlying the Sponsor Warrants.


 


Section 2.            
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase
the Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive
the Closing Date) that:


 


A.      Organization
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under
the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company.
The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this
Agreement and the Warrant Agreement.


 


B.      Authorization; No Breach.


 


(i)          
The execution, delivery and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company
as of each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance
with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement,
the Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as
of each Closing Date.


  


(ii)        
The execution and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor
Warrants, the issuance of the Ordinary Shares upon exercise of the Sponsor Warrants and the fulfillment, of and compliance with,
the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien,
security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of,
or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to, the amended and restated memorandum and articles of association
of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or
any material 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 for any filings required after the date hereof under federal or state securities laws.


 


C.      Title
to Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the register of members of the
Company, the terms hereof and the Warrant Agreement, the Ordinary Shares issuable upon exercise of the Sponsor Warrants will be
duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof
and the Warrant Agreement, the Purchaser will have good title to the Sponsor Warrants and the Ordinary Shares issuable upon exercise
of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws,
and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D.      Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


Section 3.           
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue
and sell the Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


 






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A.    Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B.    Authorization;
No Breach.


 


(i)          
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to
or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). 


 


(ii)        
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms,
conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.     Investment
Representations.


 


(i)          
The Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Ordinary Shares issuable
upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)         
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”), and the Purchaser has not experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii)        
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)        
The Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) of Regulation D under the Securities Act.


 


(v)         
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded
the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi)        
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


  


(vii)       
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. While such Purchaser understands that Rule
144 under the Securities Act is not available for the resale of securities initially issued by shell companies (other than business
combination related shell companies) or issuers that have been at any time previously a shell company, such Purchaser understands
that Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that
was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii)
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;
and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.


 


 









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(viii)     
The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk
associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating
the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities
in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current
financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized
by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.


 


(ix)        
The Purchaser understands that the Sponsor Warrants shall bear the legend substantially in the form set forth in the Warrant
Agreement.


 


Section 4.           
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.   
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall
be true and correct at and as of such Closing Date as though then made.


 


B.     Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C.     No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement. 


 


D.    Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration
Rights Agreement, each on terms satisfactory to the Purchaser. 


 


E.     Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Sponsor Warrants hereunder. 


 


Section 5.          
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject
to the fulfillment, on or before each Closing Date, of each of the following conditions: 


 


A.    Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct
at and as of such Closing Date as though then made. 


 


B.    
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.    
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


 






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D.    
Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and
the Registration Rights Agreement. 


 


E.     
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Sponsor Warrants hereunder. 


 


Section 6.          Termination.
This Agreement may be terminated at any time after May 31, 2021 upon the election by either the Company or the Purchaser entitled
to purchase a majority of the Sponsor Warrants upon written notice to the other parties if the closing of the Public Offering does
not occur prior to such date.


 


Section 7.          Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8.          Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9.          Miscellaneous.


 


A.     Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of
the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may
not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.


 


B.    
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.


 


C.     Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, 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 facsimile or “pdf” signature page were an original thereof. 


 


D.    
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement
shall be by way of example rather than by limitation. 


 


E.     
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the internal laws of the State of New York. 


 


F.     
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written
instrument executed by all parties hereto.


 


 


[Signature page follows]  


 


 




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IN WITNESS WHEREOF,
the parties
hereto have
executed this Agreement
to be effective as of
the date first
set forth above.


   


	 	COMPANY:
	 	 	 
	 	IBERE
    PHARMACEUTICALS
	 	 	 
	 	By:	/s/ Osagie Imasogie
	 	 	Name:
                           Osagie Imasogie

        

	 	 	Title: Chief ExecutiveOfficer
	 	 	 
	 	PURCHASER:
	 	 	 
	 	PIPV CAPITAL LLC
	 	 	 
	 	By:	/s/ Osagie Imasogie
	 	 	Name: Osagie Imasogie
	 	 	Title: Managing Member




  


 


[Signature page to Sponsor Warrants Purchase
Agreement]


 


 



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