Exhibit 10.5
Execution Copy
SECOND AMENDED AND RESTATED
PROMISSORY NOTE
(this “Amendment”)
Principal Amount: up to $3,500,000 | Dated as of August 2, 2024 |
| Cayman Islands |
WHEREAS, the Maker and the Payee have mutually agreed to the Promissory Note signed on October 4, 2023.
WHEREAS, the Maker and the Payee have mutually agreed to amend and restate the Promissory Note signed on February 28, 2024.
This Amendment supersedes the Promissory Note signed on October 4, 2023 and the First Amendment signed on February 28, 2024.
FOR VALUE RECEIVED, Iris Acquisition Corp, a Delaware corporation, with offices at 3rd Floor Zephyr House 122 Mary Street, George Town PO Box 10085 Grand Cayman KY1-1001, Cayman Islands (the “Maker”), promises to pay to the order of Liminatus Pharma LLC, a Delaware limited liability company or its registered assigns or successors in interest (the “Payee”), the principal equal to the sum of all amounts that have been advanced (each such advance, an “Advance”) to Maker by Payee as set forth on the Schedule I attached hereto, which, such amount, in the aggregate, shall not exceed Three Million Five Hundred Thousand Dollars ($3,500,000) (the “Principal Amount”) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Amendment shall be made by check or wire transfer of immediately available funds, or as otherwise determined by Maker, to such account as Payee may from time to time designate by Notice (as defined in Section 6) to Maker in accordance with the provisions of this Amendment.
1.Maturity and Repayment. The principal balance of this Amendment shall be payable by Maker at the earlier of (i) closing of the Business Combination (as defined in that certain Business Combination Agreement (“Business Combination Agreement”) dated November 30, 2022, by and among Maker, Payee and certain others named therein) or (ii) the date that is thirty (30) days following the termination of the Business Combination Agreement; provided, however, in the event Maker commences liquidation proceedings within such thirty (30) day period, this Amendment shall be cancelled and all amounts due hereunder, including all principal and accrued interest, shall be forgiven (the “Maturity Date”). The outstanding balance of this Amendment, as indicated under Schedule I, shall be payable by the Maker to the Payee from the proceeds of the Business Combination. Nothing in this Amendment shall require Payee to deliver or fund any amount or payment (excluding any Advances up to the Principal Amount) to any party in order for Payee to receive repayment of all Advances made or any portion thereof, in accordance with this Amendment. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder or sponsor of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2.Interest. Interest, compounded annually, shall accrue on each unpaid Advance made under this Amendment at the rate of 5% per annum.
3.Drawdown Requests; Advances. The Principal Amount may be drawn down from time to time prior to the Maturity Date, upon request from the Maker to the Payee (each, a “Drawdown Request”) as per the Maker’s working capital needs in connection with the Business Combination. Each Drawdown Request must state (i) the amount to be drawn down and (ii) a detailed illustration of the use of funds applicable to each such Drawdown Request. The Payee shall fund an Advance equal to the amount of each such Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the aggregate amount of Drawdown Requests and associated Advances outstanding under this Amendment at any one time may not exceed the Principal Amount. No fees,
