Exhibit 10.2


 





EXECUTION VERSION


 


LOCK-UP AGREEMENT


 


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”).


 


A.            Iris
Acquisition Corp, a Delaware corporation (“SPAC”), 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”), entered into 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, 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. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination
Agreement.


 


B.            Pursuant
to the Business Combination Agreement, ParentCo will indirectly own (i) 100% of the Company Interests and (ii) 100% of the
issued and outstanding capital stock of SPAC.


 


C.            The
Holder is either: (i) the record and/or beneficial owner of certain Company Interests, which will be exchanged for ParentCo Shares
pursuant to the Business Combination Agreement (such Holder, a “Company Holder”); or (ii) Sponsor.


 


D.            As
a condition of, and as a material inducement for SPAC to enter into and consummate the transactions contemplated by the Business Combination
Agreement, the Holder has agreed to execute and deliver this Agreement.


 


NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


AGREEMENT


 


1.            Lock-Up.


 


(a)            During
the Lock-up Period (as defined below), the Holder agrees that it, he or she will not offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any of the applicable Lock-up Shares (as defined below), enter into a transaction that would have
the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences
of ownership of the Lock-up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to
enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to the Lock-up
Shares.


 






     


     


    

 


(b)            For
purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all
types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on
a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.


 


(c)            The
Lock-up Shares shall be subject to the restrictions set forth herein follows:


 


(i)              One-third
of the Lock-up Shares shall be restricted until the First Lock-up Date, one-third of the Lock-up Shares shall be restricted until the
Second Lock-up Date, and one-third of the Lock-up Shares shall be restricted until the Third Lock-up Date; provided, that each
portion of the Lock-up Shares will be freely tradable on the earlier of the date on which the closing price of the ParentCo Shares equals
or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period on a VWAP (as defined below) basis during the relevant Lock-up Period, or on the date
on which ParentCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results
in all of ParentCo’s stockholders having the right to exchange their ParentCo Shares for cash, securities or other property. For
purposes of this Agreement, “VWAP” means, for any date, the daily volume weighted average price of the ParentCo Shares
for such date (or the nearest preceding date) on the trading market on which the ParentCo Shares are then listed or quoted as reported
by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)).


 


(ii)             The
term “First Lock-up Date” means the date that is six (6) months after the Closing Date (as defined in the Business
Combination Agreement). The term “Second Lock-up Date” means the date that is twelve months (12) months after the
Closing Date. The term “Third Lock-up Date” means the date that is twenty-four (24) months after the Closing Date. The term
 “Lock-up Period” means the period ending on the First Lock-up Date, Second Lock-up Date, or Third Lock-up Date, as
applicable.


 


(iii)            For
the avoidance of any doubt, (i) the Holder shall retain all of its rights as a stockholder of ParentCo during the Lock-Up Period,
including the right to vote, and to receive any dividends and distributions in respect of, any Lock-up Shares, and (ii) the
restrictions contained in this Section 1 shall not apply to any other ParentCo Shares acquired by any Holder
in any public or private capital raising transactions of ParentCo or otherwise with respect to any ParentCo common stock (or other securities
of ParentCo) other than the Lock-up Shares.


 






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2.             Beneficial
Ownership. Each Company Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees
(as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder),
any ParentCo Shares, or any economic interest in or derivative of such shares, other than those ParentCo Shares issued pursuant to the
Business Combination Agreement. Sponsor hereby represents and warrants that it does not beneficially own, directly or through its nominees
(as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder),
any ParentCo Shares, or any economic interest in or derivative of such shares, other than those ParentCo Shares issued pursuant to the
Business Combination Agreement. For purposes of this Agreement, any ParentCo Shares (i) received by each Company Holder pursuant
to the Business Combination Agreement (including any securities convertible into, or exchangeable for, or representing the rights to
receive ParentCo Shares, if any, acquired during the Lock-up Period); or (ii) received by Sponsor pursuant to the Business Combination
Agreement (including any securities convertible into, or exchangeable for, or representing the rights to receive ParentCo Shares, if
any, acquired during the Lock-up Period) are collectively referred to as the “Lock-up Shares”.


 


Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions
to the Holder’s officers or directors or any current or future direct or indirect affiliates (within the meaning of Rule 405
under the Securities Act of 1933, as amended), or to any equityholder (including any shareholder, member or partner) of the Holder, or
to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to
a trust or estate planning vehicle, the beneficiary of which is the Holder or a member of the Holder’s immediate family; (c) by
virtue of the laws of descent and distribution upon death of the Holder; (d) pursuant to a qualified domestic relations order, (e) transfers
to the SPAC’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in connection
with a borrowing or the incurrence of any indebtedness by the Holder, (g) transfers pursuant to a bona fide third-party tender offer,
merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of ParentCo; provided,
however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed,
the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement, (h) the establishment of a trading plan pursuant
to Rule 10b5-1 promulgated under the Exchange Act, provided that the Holder shall not effect or cause to be effected, any public
filing, report or other public announcement regarding the establishment of the trading plan except as required by applicable law; provided
further, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers
to satisfy tax withholding obligations in connection with the exercise of options to purchase ParentCo Shares or the vesting of stock-based
awards; (j) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price
with respect to the exercise of options to purchase ParentCo Shares; and (k) transactions to satisfy any U.S. federal, state, or
local income tax obligations of the Holder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code
of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”)
after the date on which the Business Combination Agreement was executed by the parties, and such change prevents the transactions contemplated
by the Business Combination Agreement from qualifying as a “reorganization” pursuant to Section 368 of the Code (and
the transactions contemplated by the Business Combination Agreement do not qualify for similar tax-free treatment pursuant to any successor
or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover
any tax liability as a result of the transactions; provided, however, that, in the case of any transfer pursuant to the
foregoing (a) through (e) clauses, it shall be a condition to any such transfer that the transferee/donee agrees to be bound
by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent
as if the transferee/donee were a party hereto.


 






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3.             Representations
and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants
to the other that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations
under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is a binding and enforceable obligation
of such party and, enforceable against such party in accordance with the terms of this Agreement, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
and by general equitable principles, and (c) the execution, delivery and performance of such party’s obligations under this
Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such party
is a party or to which the assets or securities of such party are bound. The Holder has independently evaluated the merits of his/her/its
decision to enter into and deliver this Agreement, and such Holder confirms that he/she/it has not relied on the advice of Company, Company’s
legal counsel, or any other person.


 


4.            No
Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment
or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.


 


5.             Termination.
This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only
become effective upon the Closing. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate (i) by
written agreement of the parties hereto terminating this Agreement, or (b) in the event that Business Combination Agreement is terminated
in accordance with its terms prior to the Closing. Upon termination of this Agreement, all rights and obligations of the parties hereunder
shall automatically terminate and be of no further force or effect. The representations and warranties contained in this Agreement shall
not survive the Closing or the termination of this Agreement.


 


6.             Notices.
Any notices required or permitted to be sent hereunder shall be sent in writing, addressed as specified below, and shall be deemed
given: (a) if by hand or recognized courier service, by 4:00 p.m. on a Business Day, addressee’s day and time, on the
date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date that transmission is
confirmed electronically, if by 4:00 p.m. on a Business Day, addressee’s day and time, and otherwise on the first Business
Day after the date of such confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested.
Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to
such other address as a party shall specify to the others in accordance with these notice provisions:


 






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(a)            If
to ParentCo, to:


 


Liminatus
Pharma, LLC

Address: 6 Centrepointe Dr. #625

La Palma, CA 90625

Attention: Chris Kim

E-mail: chris@liminatuspharma.com


 


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


 


Loeb & Loeb LLP


Address:
345 Park Avenue


Attention:
Mitchell Nussbaum


E-mail:
mnussbaum@loeb.com


 


(b)            If
to the Holder, to the address set forth on the Holder’s signature page hereto, with a copy, which shall not constitute notice,
to:


 




_________________________________


 


_________________________________


 


_________________________________


 


Email:


 


(c)            If
to Sponsor, to:


 


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 to (which shall not constitute
notice):


 


Holland & Knight LLP

One Arts Plaza

1722 Routh Street

Suite 1500

Dallas, TX 75201

Attention: Chauncey M. Lane

E-mail: Chauncey.Lane@hklaw.com


 


or to such other address(es) as any party may
have furnished to the others in writing in accordance herewith.


 


7.             Enumeration
and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control
or affect the meaning or construction of any of the provisions of this Agreement.


 






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8.             Counterparts.
This Agreement may be executed by facsimile, email or other electronic transmission and in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.


 


9.             Successors
and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to
the benefit of, the respective heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees that this
Agreement is entered into for the benefit of and is enforceable by Company and its successors and assigns.


 


10.            Severability.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing
law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this
Agreement shall remain in full force and effect and shall be binding upon the parties hereto.


 


11.            Amendment.
This Agreement may be amended or modified by written agreement executed by each of the parties hereto.


 


12.            Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


13.            No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 


14.            Dispute
Resolution. 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.


 


15.            Governing
Law. 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.


 


16.            Controlling
Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time)
directly conflicts with a provisions in the Business Combination Agreement, the terms of this Agreement shall control.


 


17.            Other
Agreements. SPAC represents and warrants to Company Holder that this Agreement is in substantially the same form and substance (including
with respect to the types and percentage of holdings of securities subject to this Agreement, the time periods for the transfer restrictions,
and carve-outs from the transfer restrictions, which shall in each case be identical) as all other agreements to be executed in connection
with any other agreement by and between any other holder of shares of the Company and SPAC related to restrictions on transfer similar
to those set forth in this Agreement, except for the Letter Agreement, dated March 4, 2021, by and among SPAC, Sponsor and SPAC
officers and directors at the time of SPAC’s initial public offering, as amended, (the “Other Lock-Up Agreements”),
and each of SPAC and the Company hereby agrees that it will not change, amend or modify any of the terms of the Other Lock-Up Agreements
in a manner beneficial to any other holder of securities of the Company without similarly changing, amending or modifying such terms
of this Agreement.


 






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18.            Pro-Rata
Release. If, prior to the expiration of the Lock-Up Period set forth in this Agreement, the restrictions on transfer in any Other
Lock-Up Agreement are waived, terminated or suspended, in whole or in part, permanently or for a limited period of time, then this Agreement
shall be deemed to be automatically modified without any further action so that the restrictions on transfer set forth in this Agreement
are also waived, terminated or suspended on the same terms and for the same percentage of Lock-up Shares of the Holder. SPAC and the
Company shall, upon any such automatic modification of this Agreement, notify the Holder of such modification in writing as promptly
as reasonably practicable and in any event at least 12 hours prior to the open of trading markets on the date such waiver, termination
or suspension is to take effect.


 


19.            Entire
Agreement. For those parties to the Letter Agreement dated March 4, 2021 with the SPAC (the “Letter Agreement”)
which are also parties to this Agreement, the lock-up provisions in this Agreement shall supersede the lock-up provisions in the Letter
Agreement, including, for avoidance of doubt, Section 7 of the Letter Agreement. Such provisions of the Letter Agreement shall be
of no further force or effect as to such parties.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	IRIS PARENT
    HOLDING CORP.
	 	 
	 	By:	 /s/
    Chris Kim
	 	 	Name: Chris Kim
	 	 	Title: CEO, Secretary and Treasurer





 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


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


 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 



		HOLDER:
	 	 
	 	Consonatus LLC
	 	 
	 	By: 	/s/
    Chris Kim
	 	 	Name: Chris Kim
	 	 	Title: CEO


 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 



		HOLDER:
	 	 
	 	Car-Tcellkor Inc.
	 	 
	 	By:	 /s/
    Sanghyuk Oh
	 	 	Name: Sanghyuk Oh
	 	 	Title: CFO and Secretary


 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 



		HOLDER:
	 	 
	 	Curis Biotech Holdings LLC
	 	 
	 	By:	 /s/
    Chris Kim
	 	 	Name: Chris Kim
	 	 	Title: CEO


 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 



		HOLDER:
	 	 
	 	Ewon Comfortech Co., Ltd
	 	 
	 	By:	 /s/
    Kyeong Hoon Lee
	 	 	Name: Kyeong Hoon Lee
	 	 	Title: CEO


 


[Signature
Page to Lock-Up Agreement]