Exhibit 10.4


 


EXECUTION
VERSION


 


SPONSOR FORFEITURE AGREEMENT


 


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).


 


W I T N E S S E T H:


 


WHEREAS,
the Sponsor currently holds 4,177,778 Private Placement Warrants;


 


WHEREAS, on November 30,
2022, Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), SPAC, Liminatus Pharma Merger Sub, Inc.,
a Delaware corporation and wholly-owned subsidiary of ParentCo, SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary
of ParentCo, and Liminatus Pharma, LLC, a Delaware limited liability company entered into that certain Business Combination Agreement
(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, 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; and


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.            Immediately
prior to the Closing and after giving effect to the redemption of SPAC Shares, Sponsor hereby agrees that 100% of the Private Placement
Warrants held by Sponsor (4,177,778 Private Placement Warrants) shall be automatically forfeited by Sponsor.


 


2.            The
Sponsor hereby represents and warrants to SPAC that the Sponsor owns, and holds of record, all of the Private Placement Warrants, free
and clear of all Liens and other obligations in respect of the Private Placement Warrants, other than those imposed under the Sponsor
or the SPAC’s Governing Documents.


 


3.            No
party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent
of each of the other parties hereto. 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 Sponsor, SPAC, and
their respective legal representatives, successors and assigns.


 


Sponsor hereby represents and warrants
that it is duly organized, validly existing and in good standing under the laws of its jurisdiction in which it is incorporated, formed,
organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
hereby are within Sponsor’s corporate and organizational powers and have been duly authorized by all necessary corporate and organizational
actions on the part of Sponsor. This Agreement has been duly executed and delivered by Sponsor and, assuming due authorization, execution
and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of Sponsor, enforceable
against Sponsor in accordance with the terms hereof.


 






    


    


    

 


 4.            Any notice, consent, or request to be given in connection with any of the terms or provisions of this Agreement shall be deemed given: (a) on the date established by the sender as having been delivered personally; (b) one Business Day after being sent by a nationally recognized overnight courier guaranteeing overnight delivery; (c) on the date delivered, if delivered by email, with confirmation of transmission; or (d) on the fifth Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to be valid, must be addressed as follows:




 


If to the Sponsor or SPAC:


Iris
Acquisition Holdings LLC

c/o Iris Acquisition Corp     

3rd Floor Zephyr House


122 Mary Street, George Town


PO Box 10085


Grand Cayman KY1-1001, Cayman Islands

Attention: Sumit Mehta

E-mail: sumit.mehta@arrcap.com


 


with a copy (which shall not constitute notice) to:


 


Holland & Knight LLP


One Arts Plaza


1722 Routh Street


Suite 1500


Dallas, TX 75201


Attention: Chauncey M. Lane


Email: Chauncey.Lane@hklaw.com


 


5.            This
Agreement shall immediately terminate, without any further action by the parties hereto, at such time, if at all, that the Business Combination
Agreement is terminated in accordance with its terms.


 


6.            Section 11.1
(Amendment and Waiver), Section 11.5 (Severability), Section 11.7 (Entire Agreement), Section 11.8
(Counterparts; Electronic Delivery), and Section 11.9 (Governing Law; Waiver of Jury Trial; Jurisdiction) of the Business
Combination Agreement are hereby incorporated into this Agreement, mutatis mutandis, as though set out in their entirety in
this paragraph 7.


 


[Signature pages to follow]


 


[Signature
Page to Forfeiture Agreement]


 






    


    


    

 


In
Witness Whereof, this Agreement has been duly executed and delivered by each Party as of the date first above written.


 


	SPONSOR:	 
	 	 	 
	Iris Acquisition Holdings LLC	 
	 	 	 
	By:	/s/ Sumit Mehta	 
	Name:	Sumit Mehta	 
	Title:	Authorized Representative	 
	 	 	 
	SPAC:	 
	 	 	 
	Iris Acquisition Corp	 
	 	 	 
	By:	/s/ Sumit Mehta	 
	Name:	Sumit Mehta	 
	Title:	Authorized Representative	 




 


[Signature
Page to Forfeiture Agreement]