REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2021, is made and entered into by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), Cactus Healthcare Management LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Sponsor, each, a “Holder” and collectively the “Holders”).
10,000,000 Units Cactus Acquisition Corp. 1 Limited UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Moelis & Company LLC (“Moelis”) and Oppenheimer & Co. Inc. (“Oppenheimer”) (the “Co-Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Co-Representatives are acting as representatives (the Co-Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 20th, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July [=], 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and [=] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 3rd, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Cactus Acquisition Corp. 1 Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 2, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 3rd, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Oppenheimer & Co. and Moelis & Company LLC (each, a “Representative”), as the representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 11,000,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
WARRANT AGREEMENT between CACTUS ACQUISITION CORP. 1 LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 3rd, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 2, 2021, is by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • April 13th, 2023 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April [*], 2023 by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Cactus”), Cactus Healthcare Management LP, a Delaware limited partnership (the “Sponsor”), and the undersigned investor (the “Investor”).
INDEMNITY AGREEMENTIndemnity Agreement • November 3rd, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 2, 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Nachum Shamir (“Indemnitee”).
PRIVATE WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CACTUS HEALTHCARE MANAGEMENT LP.Private Warrants Purchase Agreement • November 3rd, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of November 2, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Cactus Healthcare Management LP, a Delaware limited partnership (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
11,000,000 Units Cactus Acquisition Corp. 1 Limited UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Moelis & Company LLC (“Moelis”) and Oppenheimer & Co. Inc. (“Oppenheimer”) (the “Co-Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Co-Representatives are acting as representatives (the Co-Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 25th, 2023 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of April 20, 2023, is made by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
COMPANY SHAREHOLDER AND INVESTOR SUPPORT AGREEMENTCompany Shareholder and Investor Support Agreement • September 4th, 2024 • Cactus Acquisition Corp. 1 LTD • Blank checks
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • September 4th, 2024 • Cactus Acquisition Corp. 1 LTD • Blank checks
This Lock-Up Agreement (the “Agreement”) is dated as of [●], 2024 and is between Tembo Group B.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (“Pubco”), and each of the Pubco shareholders identified on Exhibit A hereto, and the other Pubco shareholders who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with Pubco in order to become a party for purposes of this Agreement (each a “Locked-Up Party” and collectively, the “Locked-Up Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG CACTUS ACQUISITION CORP. 1 LIMITED, VIVOPOWER INTERNATIONAL PLC, TEMBO GROUP B.V., TEMBO EUV INVESTMENT CORPORATION LIMITED, AND TEMBO E-LV B.V. DATED AS OF AUGUST 29, 2024Business Combination Agreement • September 4th, 2024 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 29, 2024, is made by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“CCTS”), VivoPower International plc, a public limited company organized under the laws of England and Wales (“Parent”), Tembo Group B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), Tembo EUV Investment Corporation Limited, a Cayman Islands exempted company (“Merger Sub”) and Tembo e-LV B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”). CCTS, Parent, the Company, Holdco and Merger Sub shall be referred to herein from time to time individually as a “Party,” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1 o
INVESTOR SUPPORT AGREEMENTInvestor Support Agreement • September 4th, 2024 • Cactus Acquisition Corp. 1 LTD • Blank checks
This INVESTOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into on August 29, 2024, by and among (i) Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“CCTS”), (ii) Tembo Group B.V, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), (iii) Tembo e-LV B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”), (iv) VivoPower International plc, a public limited company organized under the laws of England and Wales (“Parent”), (v) Cactus Healthcare L.P. (“Cactus Healthcare”) and (vi) ARWM Inc PTE. LTD. (“ARWM”) (each of (v) and (vi), an “Investor”, collectively, the “Investors” and, together with CCTS, Holdco, Parent and the Company, the “Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term
SPONSOR SECURITIES PURCHASE AGREEMENTSponsor Securities Purchase Agreement • May 16th, 2024 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
This Sponsor Securities Purchase Agreement (this “Agreement”), dated as of April 29, 2024 is entered into between ARWM Inc Pte. Ltd., an exempt private limited company organized under the laws of Singapore (the “Buyer”), Cactus Acquisition Corp. 1 Ltd, a Cayman Islands exempted company and a special purpose acquisition company (the “SPAC”) and EVGI Limited, an English private limited company (the “Sponsor”).
To: Cactus Acquisition Corp. 1 Limited (the “Company”) 4B Cedar Brook Drive Cranbury, NJ 085412 Attention: Gary Challinor, Chief Executive Officer Re: Notice of Assignment of Rights Under, and Joinder to, Registration Rights AgreementCactus Acquisition Corp. 1 LTD • May 16th, 2024 • Blank checks
The undersigned, EVGI Limited, (the “Sponsor”), hereby notifies the Company, pursuant to Section 5.1 of that certain Registration Rights Agreement, dated as of November 2, 2021 by and among the Company, the Sponsor and any other person or entity who thereafter becomes a party thereto pursuant to Section 5.2 thereof (the “Registration Rights Agreement”), that the Sponsor is selling to ARWM Inc Pte Ltd. (the “Buyer”), concurrently herewith, pursuant to a Sponsor Securities Purchase Agreement, dated as of April 29, 2024, by and among the Company, the Sponsor, and the Buyer (the “SPA”), the following securities (collectively, the “Transferred Securities”), for which the Sponsor possesses registration rights under the Registration Rights Agreement:
Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512Cactus Acquisition Corp. 1 LTD • November 3rd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of Cactus Acquisition Corp.’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Cactus Healthcare Management LP shall, or shall cause its affiliates to, make available to the Company certain office space, utilities, secretarial support and other administrative support and services as may be required by the Company from time to time, situated at 4B Cedar Brook Drive, Cranbury, NJ 08512 (or any successor location). In exchange therefore, the Company shall pay Cactus Healthcare Management LP the sum of $10,000 per month on the Effective Date an
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • October 27th, 2023 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of October 27, 2023 by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Cactus”), Cactus Healthcare Management LP, a Delaware limited partnership (the “Sponsor”), and the undersigned investor (the “Investor”).
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2023 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of November 2, 2023, is made by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Note TERMINATION AgreementNote Termination Agreement • February 23rd, 2024 • Cactus Acquisition Corp. 1 LTD • Blank checks
This NOTE TERMINATION AGREEMENT (this “Agreement”) is entered into as of February 15, 2024 (the “Agreement Date”), by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company and a special purpose acquisition company (this “Maker”) and Cactus Healthcare Management LP (the “Payee”).
Re: Termination of Administrative Support Services AgreementCactus Acquisition Corp. 1 LTD • February 23rd, 2024 • Blank checks
Pursuant to Section 4.01(i) of that certain Sponsor Securities Purchase Agreement, dated as of February 9, 2024, by and among Cactus Acquisition Corp. 1 Limited (the “Company”), Cactus Healthcare Management LP (the “Sponsor”), and EVGI Limited (the “Buyer”) (the “SPA”), the Sponsor and the Company hereby terminate that certain Administrative Support Services Agreement, dated as of May 21, 2021, by and between the Sponsor and the Company (the “Support Agreement”), effective as of the Closing under the SPA (the “Termination Time”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 7th, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
To: Cactus Acquisition Corp. 1 Limited (the “Company”) 4B Cedar Brook Drive Cranbury, NJ 085412 Attention: Ofer Gonen, Chief Executive Officer Re: Notice of Assignment of Rights Under, and Joinder to, Registration Rights AgreementCactus Acquisition Corp. 1 LTD • February 23rd, 2024 • Blank checks
The undersigned, Cactus Healthcare Management LP, a Delaware limited partnership (the “Sponsor”), hereby notifies the Company, pursuant to Section 5.1 of that certain Registration Rights Agreement, dated as of November 2, 2021 by and among the Company, the Sponsor and any other person or entity who thereafter becomes a party thereto pursuant to Section 5.2 thereof (the “Registration Rights Agreement”), that the Sponsor is selling to EVGI Limited (the “Buyer”), concurrently herewith, pursuant to a Sponsor Securities Purchase Agreement, dated as of February 9, 2024, by and among the Company, the Sponsor, and the Buyer (the “SPA”), the following securities (collectively, the “Transferred Securities”), for which the Sponsor possesses registration rights under the Registration Rights Agreement:
INDEMNITY AGREEMENTIndemnity Agreement • November 3rd, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 2, 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and David J. Shulkin (“Indemnitee”).
SPONSOR SECURITIES PURCHASE AGREEMENTSponsor Securities Purchase Agreement • February 23rd, 2024 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
This Sponsor Securities Purchase Agreement (this “Agreement”), dated as of February 9, 2024 is entered into between EVGI Limited (the “Buyer”), Cactus Acquisition Corp. 1 Ltd., a Cayman Islands exempted company and a special purpose acquisition company (the “SPAC”), and Cactus Healthcare Management LP, a Delaware limited partnership (the “Sponsor”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 20th, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • Tel-Aviv
This SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of May 14, 2021, by and between Cactus Acquisition Corp 1 Limited, a Cayman Islands exempted company (the “Company”), and Cactus Healthcare Management L.P., a limited partnership formed under the laws of the State of Delaware (the “Purchaser”).
To: Cactus Healthcare Management LP 4B Cedar Brook Drive Cranbury, NJ 085412 Attention: Stephen T. Wills, Secretary of Managing Member Re: Waiver of Transfer Restrictions Under Insider Letter AgreementCactus Acquisition Corp. 1 LTD • February 23rd, 2024 • Blank checks
Reference is made to that certain letter agreement, dated October 28, 2021, by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), Cactus Healthcare Management LP, a Delaware limited partnership (the “Sponsor”), and the officers and directors of the Company (the “Letter Agreement”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • October 31st, 2024 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of October 29, 2024 by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Cactus”), ARWM Inc Pte. Ltd. (the “Sponsor”), and the undersigned investor (the “Investor”).
