Exhibit 10.1


 


EXECUTION VERSION


 





SPONSOR SUPPORT AGREEMENT



 


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).


 


WHEREAS,
SPAC, the Company, Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), 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”), are or will be parties to that
certain Business Combination Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the “Business
Combination Agreement”), which provides, among other things, that, upon the terms and subject to the conditions thereof, (i) Liminatus
Merger Sub will be merged with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of ParentCo
(the “Company Merger”), and (ii) immediately following the transaction described in (i), SPAC Merger Sub
will be merged with and into SPAC, with SPAC surviving the SPAC Merger as a direct wholly owned subsidiary of ParentCo (the “SPAC
Merger” and, together with the Company Merger, the “Merger”);


 


WHEREAS, as of the date hereof,
the Shareholder owns the number of shares of Class B common stock, par value $0.0001, of SPAC set forth on Exhibit A
(all such shares, or any successor or additional shares of SPAC of which ownership of record or the power to vote is hereafter acquired
by the Shareholder prior to the termination of this Agreement being referred to herein as the “Shareholder Shares”);
and


 


WHEREAS, as a condition and
inducement to the Company to enter into the Business Combination Agreement, the Shareholder is executing and delivering this Agreement
to the Company.


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby
agree as follows:


 


1.            Voting
Agreements. The Shareholder, in its capacity as a shareholder of SPAC, agrees that, at the SPAC Shareholder Meeting, at any other
meeting of SPAC’s shareholders related to the transactions contemplated by the Business Combination Agreement (whether annual or
special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and
in connection with any written consent of SPAC’s shareholders related to the transactions contemplated by the Business Combination
Agreement (the SPAC Shareholder Meeting and all other meetings or consents related to the Business Combination Agreement, collectively
referred to herein as the “Meeting”), the Shareholder shall:


 






     


     


    

 


		a.	when
                                            the Meeting is held, appear at the Meeting or otherwise cause the Shareholder Shares to be
                                            counted as present thereat for the purpose of establishing a quorum;



 


		b.	vote
                                            (or execute and return an action by written consent), or cause to be voted at the Meeting
                                            (or validly execute and return and cause such consent to be granted with respect to), all
                                            of the Shareholder Shares in favor of each of the SPAC Shareholder Voting Matters; and



 


		c.	vote
                                            (or execute and return an action by written consent), or cause to be voted at the Meeting
                                            (or validly execute and return and cause such consent to be granted with respect to), all
                                            of the Shareholder Shares against any other action that would reasonably be expected to (x) materially
                                            impede, interfere with, delay, postpone or adversely affect the SPAC Merger or any of the
                                            Transactions, (y) result in a breach of any covenant, representation or warranty or
                                            other obligation or agreement of SPAC under the Business Combination Agreement or (z) result
                                            in a breach of any covenant, representation or warranty or other obligation or agreement
                                            of the Shareholder contained in this Agreement.



 


2.            Restrictions
on Transfer. The Shareholder agrees that it shall not sell, assign or otherwise transfer any of the Shareholder Shares unless the
buyer, assignee or transferee thereof executes a joinder agreement to this Agreement in a form reasonably acceptable to the Company.
SPAC shall not register any sale, assignment or transfer of the Shareholder Shares on SPAC’s transfer (book entry or otherwise)
that is not in compliance with this Section 2.


 


3.            No
Redemption. The Shareholder hereby agrees that it shall not redeem, or submit a request to SPAC’s transfer agent or otherwise
exercise any right to redeem, any Shareholder Shares.


 


4.            Shareholder
Representations: The Shareholder represents and warrants to SPAC and the Company, as of the date hereof, that:


 


		a.	it
                                            has never been suspended or expelled from membership in any securities or commodities exchange
                                            or association or had a securities or commodities license or registration denied, suspended
                                            or revoked;



 


		b.	it
                                            has full right and power, without violating any agreement to which it is bound (including,
                                            without limitation, any non-competition or non-solicitation agreement with any employer or
                                            former employer), to enter into this Agreement;



 


		c.	it
                                            is duly organized, validly existing and in good standing under the Laws of the jurisdiction
                                            in which it is organized, and the execution, delivery and performance of this Agreement and
                                            the consummation of the transactions contemplated hereby are within the it’s organizational
                                            powers and have been duly authorized by all necessary organizational actions on the part
                                            of the Shareholder;



 






     


     


    

 


		d.	this
                                            Agreement has been duly executed and delivered by the Shareholder and, assuming due authorization,
                                            execution and delivery by the other parties to this Agreement, this Agreement constitutes
                                            a legally valid and binding obligation of the Shareholder, enforceable against the Shareholder
                                            in accordance with the terms hereof (except as enforceability may be limited by bankruptcy
                                            Laws, other similar Laws affecting creditors’ rights and general principles of equity
                                            affecting the availability of specific performance and other equitable remedies);



 


		e.	the
                                            execution and delivery of this Agreement by the Shareholder does not, and the performance
                                            by the Shareholder of its obligations hereunder will not, (i) conflict with or result
                                            in a violation of the organizational documents of the Shareholder, or (ii) require any
                                            consent or approval from any third party that has not been given or other action that has
                                            not been taken by any third party, in each case, to the extent such consent, approval or
                                            other action would prevent, enjoin or materially delay the performance by the Shareholder
                                            of its obligations under this Agreement;



 


		f.	there
                                            are no Proceedings pending against the Shareholder or, to the knowledge of the Shareholder,
                                            threatened against the Shareholder, before (or, in the case of threatened Proceedings, that
                                            would be before) any arbitrator or any Governmental Authority, which in any manner challenges
                                            or seeks to prevent, enjoin or materially delay the performance by the Shareholder of its
                                            obligations under this Agreement;



 


		g.	other
                                            than the Cantor Fees, no broker, finder, investment banker or other Person is entitled to
                                            any brokerage fee, finders’ fee or other commission for which SPAC is or will be liable
                                            in connection with this Agreement or any of the respective transactions contemplated hereby,
                                            based upon arrangements made by the Shareholder or, to the knowledge of the Shareholder;



 


		h.	the
                                            Shareholder has had the opportunity to read the Business Combination Agreement and this Agreement
                                            and has had the opportunity to consult with the Shareholder’s tax and legal advisors;



 


		i.	the
                                            Shareholder has not entered into, and shall not enter into, any agreement that would prevent
                                            the Shareholder from performing any of the Shareholder’s obligations hereunder;



 


		j.	the
                                            Shareholder is the only record owner, and has good title to the Shareholder Shares opposite
                                            its name on Exhibit A, free and clear of any Liens other than as created by this
                                            Agreement or the Governing Documents of SPAC, any Ancillary Agreements or applicable Laws;
                                            and



 


		k.	the
                                            Shareholder Shares are the only shares of SPAC owned of record or beneficially owned by the
                                            Shareholder as of the date hereof, and none of the Shareholder Shares are subject to any
                                            proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder
                                            Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement.



 






     


     


    

 


5.              Damages;
Remedies. The Shareholder hereby agrees and acknowledges that (a) SPAC and the Company would be irreparably injured in the event
of a breach by the Shareholder of its obligations under this Agreement, (b) monetary damages may not be an adequate remedy for such
breach and (c) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may
have in law or in equity, in the event of such breach.


 


6.            Entire
Agreement; Amendment. This Agreement and the other agreements referenced herein constitute the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersede 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 changed, amended, modified or waived (other than to correct a typographical error) as to any particular
provision, except by a written instrument executed by all parties hereto.


 


7.            Assignment.
No party hereto may, except as set forth herein, assign either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written consent of the other parties. 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 Agreement shall be binding on the Shareholder,
the SPAC and the Company and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


8.            Counterparts.
This Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.            Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


10.            Governing
Law; Jurisdiction; Jury Trial Waiver. Section 11.9 of the Business Combination Agreement is incorporated by reference herein
to apply with full force to any disputes arising under this Agreement.


 


11.            Notice.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent or given in accordance with the terms of Section 11.3 of the Business Combination Agreement to the applicable party,
with respect to the Company and SPAC, at the address set forth in Section 11.3 of the Business Combination Agreement, and, with
respect to Shareholder, at the address set forth on Exhibit A.


 


12.            Termination.
This Agreement shall terminate on the earlier of the Closing or the termination of the Business Combination Agreement (“Termination
Date”). Upon termination of this Agreement, none of the parties hereto shall have any further obligation or liability under
this Agreement; provided, however no such termination shall relieve the Shareholder or the SPAC from any liability resulting from a breach
of this Agreement occurring prior to the Termination Date.


 






     


     


    

 


13.            Expenses.
All reasonable and documented out-of-pocket costs and expenses incurred by the Shareholder in connection with the negotiation, preparation
and execution of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including costs, fees
and expenses of the Shareholder’s attorneys, accountants and other advisors, shall constitute SPAC Transaction Expenses (as defined
in the Business Combination Agreement) and shall be paid in accordance with the Business Combination Agreement.


 


14.            Nonsurvival
of Representations and Warranties. The representations and warranties contained in this Agreement shall not survive the Closing.


 


15.            Adjustment
for Stock Split. If, and as often as, there are any changes in the SPAC or the Shareholder Shares by way of stock split, stock dividend,
combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any
other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges,
duties and obligations hereunder shall continue with respect to the Shareholder, SPAC, the Company, the Shareholder Shares as so changed.


 


16.            Further
Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument of assignment,
transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested in writing
by another party hereto.


 


17.            No
Inconsistent Agreements. The Shareholder hereby covenant and agree that they shall not, at any time prior to the Termination Date,
(a) enter into any voting agreement or voting trust with respect to any Shareholder Shares that is inconsistent with their obligations
pursuant to this Agreement, (b) grant a proxy or power of attorney with respect to any of the Shareholder Shares that is inconsistent
with the Shareholder’s obligations pursuant to this Agreement, or (c) enter into any agreement or undertaking that is otherwise
inconsistent with, or would interfere with, or prohibit or prevent from satisfying the Shareholder’s obligations pursuant to this
Agreement.


 


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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


 


	 	SPAC:
	 	 
	 	IRIS ACQUISITION CORP
	 	 
	 	By:	/s/ Sumit Mehta
	 	Name: Sumit Mehta
	 	Title: Chief Executive Officer


 


	 	COMPANY:
	 	 
	 	LIMINATUS PHARMA, LLC
	 	 
	 	By: 	/s/ Chris Kim
	 	Name: Chris Kim
	 	Title: CEO, General Counsel, and Secretary


 


 






     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


 


	 	SHAREHOLDER:
	 	 
	 	IRIS ACQUISITION HOLDINGS LLC
	 	 
	 	By:	/s/ Sumit Mehta             
	 	Name: Sumit Mehta
	 	Title: Authorized Representative


 






     


     


    

 


Exhibit A


 


Shareholders


 


	Shareholder	Number
    of Shares of Common Stock	Address
    for Notices
	Iris
    Acquisition Holdings LLC	6,900,000	3rd Floor Zephyr House

    122 Mary Street, George Town

    PO Box 10085

    Grand Cayman KY1-1001, Cayman Islands