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 AgreementAdministrative Support Services Agreement • February 23rd, 2024 • Cactus Acquisition Corp. 1 LTD • 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”).
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 AgreementRegistration Rights Agreement • February 23rd, 2024 • Cactus Acquisition Corp. 1 LTD • 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:
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”).
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 AgreementWaiver of Transfer Restrictions • February 23rd, 2024 • Cactus Acquisition Corp. 1 LTD • 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”).
