SHARE EXCHANGE AGREEMENT BY AND AMONG CACTUS VENTURES, INC. AND DIANE S. BUTTON AND ACTINIUM PHARMECEUTICALS, INC. AND THE SHAREHOLDERS OF ACTINIUM PHARMECEUTICALS, INC. Dated as of: December 28, 2012Share Exchange Agreement • January 2nd, 2013 • Cactus Ventures, Inc. • Blank checks • New York
This SHARE EXCHANGE AGREEMENT (“Agreement”), dated as of December 28, 2012, is made by and among CACTUS VENTURES, INC., a corporation organized under the laws of Nevada (the “Acquiror”), DIANE S. BUTTON (the “Acquiror Principal Shareholder”), ACTINIUM PHARMECEUTICALS, INC., a corporation organized under the laws of Delaware (the “Acquiree”), and each of the Persons listed on Schedule I hereto who are shareholders of the Acquiree (collectively, the “Acquiree Shareholders,” and individually an “Acquiree Shareholder”). Each of the Acquiror, Acquiror Principal Shareholder, Bruce Holden, Acquiree and Acquiree Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • January 2nd, 2013 • Cactus Ventures, Inc. • Blank checks
UNIT PURCHASE AGREEMENT BY AND AMONG ACTINIUM PHARMACEUTICALS, INC. AND THE PURCHASERS PARTY HERETO October __, 2012Stockholders Agreement • January 2nd, 2013 • Cactus Ventures, Inc. • Blank checks • New York
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into on October __, 2012 by and among Actinium Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the purchasers identified on Exhibit A on the date hereof (which purchasers are hereinafter collectively referred to as the “Purchasers” and each individually as, a “Purchaser”).
