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”).
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”).
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”).
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:
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
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”).
