REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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:
Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 7th, 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. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 10,000,000 of the Company’s units (including up to 1,500,000 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 registration statement on Form
WARRANT AGREEMENT between CACTUS ACQUISITION CORP. 1 LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 7th, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 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”).
FORM OF PRIVATE WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CACTUS HEALTHCARE MANAGEMENT LP.Private Warrants Purchase Agreement • October 7th, 2021 • Cactus Acquisition Corp. 1 LTD • Blank checks • New York
THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of [●], 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 • 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”).
