Exhibit 10.4


 





Ibere Pharmaceuticals

2005 Market Street, Suite 2030

Philadelphia, PA 19103


 


February 25, 2021


 


PIPV
Capital LLC

2005 Market Street, Suite 2030

Philadelphia, PA 19103


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


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 its affiliates), certain office space, utilities,
administrative and support services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay
the Sponsor the sum of $10,000 per month on the Start Date and continuing monthly thereafter until the Termination Date.


 


The Sponsor hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of,
this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to
it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially
all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”)
as a result of, or arising out of, this Agreement, and hereby irrevocably waives any Claim it may have in the future which Claim
would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and
further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies
or other assets in the Trust Account for any reason whatsoever.


 


This Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby.


 


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


 






     

     


    

 


No party hereto may
assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the
other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee.


 


This letter agreement
constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State
of New York, without giving effect to its choice of law principles.


 


This Agreement may
be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement.


 


[Signature
page follows]


 


 



     

     


    

 





	 	Very truly yours,
	 	 	 
	 	IBERE
    PHARMACEUTICALS
	 	 	 
	 	By:	/s/ Osagie Imasogie
	 	 	Name: Osagie Imasogie
	 	 	Title: Chief Executive Officer 


 


 


AGREED TO AND ACCEPTED BY:


 


PIPV CAPITAL LLC








 


	By:	/s/ Osagie Imasogie	 
	 	Name: Osagie Imasogie	 
	 	Title: Managing Member	 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Administrative Services Agreement]