Exhibit 10.11


 


INDEMNITY AGREEMENT


 


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 Sidransky (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent persons have
become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of such companies;


 


WHEREAS, the Board of Directors of the Company (the “Board”)
has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at
its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;


 


WHEREAS, while the Amended and Restated Memorandum and Articles
of Association of the Company provide for the indemnification of the officers and directors of the Company, Indemnitee may also be entitled
to indemnification pursuant to applicable Cayman Islands law, and the Amended and Restated Memorandum and Articles of Association provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between
the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration,
advancement and reimbursement rights;


 


WHEREAS, the uncertainties relating to
such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined that
the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders
and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest
extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company so that they will
serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;


 


WHEREAS, this Agreement is a supplement
to and in furtherance of the Amended and Restated Memorandum and Articles of Association of the Company and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee may not be willing
to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity, and Indemnitee
is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she
be so indemnified.


 






    


    


    

 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


1. SERVICES TO THE COMPANY.
In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer,
director, advisor, key employee or any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed
or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement
shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other
capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company
to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments
of the parties, if any.


 


2. DEFINITIONS. As
used in this Agreement:


 


(a) References
to “agent” shall mean any person who is or was a director, officer or employee of the Company or a Subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a
director, officer, employee, fiduciary or other official of another company, corporation, partnership, limited liability company, joint
venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a Subsidiary
of the Company.


 


(b) The
terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


(c) “Cayman
Court” shall mean the courts of the Cayman Islands.


 


(d) A “Change
in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following
events:


 


(i) Acquisition
of Shares by Third Party. Other than an affiliate of Cactus Healthcare Management LP, a Cayman Islands exempted limited partnership
(the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding
securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the
Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled
to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined
below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;


 


(ii) C
hange in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by
the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors
then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively,
the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;


 


(iii) C
orporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses (a “Business Combination”), in each case,
unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners
of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote
generally in the election of directors resulting from such Business Combination (including, without limitation, a company which as a result
of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more
Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities
entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company
resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power
of the then outstanding securities entitled to vote generally in the election of directors of the surviving company except to the extent
that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company resulting
from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination;


 






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(iv) L
iquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of
agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring
the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with
such a liquidation, sale, or disposition in one transaction or a series of related transactions); or


 


(v)  Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange
Act (as defined below), whether or not the Company is then subject to such reporting requirement.


 


(e) “Companies
Law” shall mean the Companies Law (2018 Revision) of the Cayman Islands, as amended from time to time.


 


(f) “Corporate
Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing
member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving
at the request of the Company.


 


(g) “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect
of which indemnification is sought by Indemnitee.


 


(h) “Enterprise”
shall mean the Company and any other company, corporation, constituent company or corporation (including any constituent of a constituent)
absorbed in a consolidation or merger to which the Company (or any of its wholly owned Subsidiaries) is a party, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the
Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.


 


(i) “Exchange
Act” shall mean the United States Securities Exchange Act of 1934, as amended.


 


(j) “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable
attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating
in, a Proceeding (as defined below), including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise
compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from
any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any
cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by
Indemnitee or the amount of judgments or fines against Indemnitee.


 


(k) References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.


 


(l) References
to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary
of the Company or a Subsidiary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent
or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in
a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred
to in this Agreement.


 


(m) “Independent
Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that
neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action
to determine Indemnitee’s rights under this Agreement.


 






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(n) The
term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect
on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company;
(iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly
or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company; and
(iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below)
of the Company or of a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions
as their ownership of shares of the Company.


 


(o) The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise
by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken
by him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason
of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.


 


(p) The
term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership,
joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by that Person.


 


3. INDEMNITY IN THIRD-PARTY
PROCEEDINGS. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association
of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section
3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding,
other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate
Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with
or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee
or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal
Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


 


4. INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable
law and the Amended and Restated Memorandum and Articles of Association of the Company, the Company shall indemnify, hold harmless and
exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to
or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its
favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by him or her on his or her behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section
4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company,
unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnification, to be held harmless or to exoneration.


 






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5. INDEMNIFICATION FOR
EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section
27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is
successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the
Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of
the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in
connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one
or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable
law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee
against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved
claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted
by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate
Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter
on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6. INDEMNIFICATION FOR
EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee
is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened
to be made a party, he or she shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles
of Association of the Company, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him
or her or on his or her behalf in connection therewith.


 


7. ADDITIONAL INDEMNIFICATION,
HOLD HARMLESS AND EXONERATION RIGHTS.


 


(a) Notwithstanding
any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and
the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee
is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure
a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights
shall be available under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty
of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a
knowing violation of the law.


 


(b) Notwithstanding
any limitation in Sections 3, 4, 5 or 7(a), except for Section 27, the Company shall, to the fullest extent permitted by applicable law
and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee
if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company
to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts
paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 






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8. CONTRIBUTION IN THE
EVENT OF JOINT LIABILITY.


 


(a) To the
fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this
Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless
or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities,
fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee
to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against
Indemnitee.


 


(b) The
Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined
in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(c) The
Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought
by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


9. EXCLUSIONS. Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses,
hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


(a) for
which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision
and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any
insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;


 


(b) for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or


 


(c) except
as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 






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10. ADVANCES OF EXPENSES;
DEFENSE OF CLAIM.


 


(a) Notwithstanding
any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the
Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three
months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting
such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by
applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, be unsecured and interest free. Advances
shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company,
be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance
of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee,
to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the
Company under the provisions of this Agreement, the Amended and Restated Memorandum and Articles of Association, applicable law or otherwise.
This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9.


 


(b) The
Company will be entitled to participate in the Proceeding at its own expense.


 


(c) The
Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty
or limitation on Indemnitee without Indemnitee’s prior written consent.


 


11. PROCEDURE FOR NOTIFICATION
AND APPLICATION FOR INDEMNIFICATION.


 


(a) Indemnitee
agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or
exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve
the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.


 


(b) Indemnitee
may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.
Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion.
Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined
according to Section 12(a) of this Agreement.


 






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12. PROCEDURE UPON APPLICATION
FOR INDEMNIFICATION.


 


(a) A determination,
if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by
one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even
though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if
there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy
of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee in writing
with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis
for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b) In the
event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent
Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee
shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give
written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent
Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event,
Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received,
deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written
request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either
the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee
to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman
Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement,
Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing).


 


(c) The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 






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13. PRESUMPTIONS AND EFFECT
OF CERTAIN PROCEEDINGS.


 


(a) In making
a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall
presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company
(including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met
such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.


 


(b) If the
person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and
Articles of Association of the Company, be deemed to have been made and Indemnitee 12 shall be entitled to such indemnification, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all
such indemnification is expressly prohibited under applicable law or the Amended and Restated Memorandum and Articles of Association of
the Company; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15)
days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires
such additional time for the obtaining or evaluating of documentation and/or information relating thereto.


 


(c) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that his or her conduct was unlawful.


 


(d) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based
on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the
directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records
given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing
member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee
of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be
deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable
standard of conduct set forth in this Agreement.


 


(e) The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 






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14. REMEDIES OF INDEMNITEE.


 


(a) In the
event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement
to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section
12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is
not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this
Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii)
payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance
with this Agreement, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration,
contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein,
the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall
not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b) In the
event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.


 


(c) In any
judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified,
held harmless, exonerated to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee
is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company
may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any
purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to
reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement
to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


(d) If a
determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(e) The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.


 






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(f) The
Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the
Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company, such Expenses which are incurred by Indemnitee in connection with
any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach
of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the
Amended and Restated Memorandum and Articles of Association now or hereafter in effect; or (ii) for recovery or advances under any insurance
policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined
to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case
may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


(g) Interest
shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless
or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date
on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses
and ending with the date on which such payment is made to Indemnitee by the Company.


 


15. SECURITY. Notwithstanding
anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may
at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable
bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of Indemnitee.


 


16. NON-EXCLUSIVITY; SURVIVAL
OF RIGHTS; INSURANCE; SUBROGATION.


 


(a) The
rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time
be entitled under applicable law, the Amended and Restated Memorandum and Articles of Association, any agreement, a vote of shareholders
or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit
or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened,
commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee
in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by
statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would
be afforded currently under the Amended and Restated Memorandum and Articles of Association or this Agreement, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 






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(b) The
Companies Law and the Amended and Restated Memorandum and Articles of Association permit the Company to purchase and maintain insurance
or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety
bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him or
her or incurred by or on behalf of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising
out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under
the provisions of this Agreement or under the Companies Law, as it may then be in effect. The purchase, establishment, and maintenance
of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee
under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee
shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification
Arrangement.


 


(c) To the
extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners,
managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the
request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under
such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party
or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company
shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The
Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policies.


 


(d) In the
event of any payment under this Agreement, the Company, to the fullest extent permitted by applicable law and the Amended and Restated
Memorandum and Articles of Association of the Company, shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, including with respect to any insurance. The Indemnitee shall execute all papers required and take all action necessary
to secure such 16 rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
No such payment by the Company shall be deemed to relieve any insurer of its obligations.


 


(e) The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at
the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other
Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or
advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section
27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under
this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


(f) Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates is secondary.


 






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17. DURATION OF AGREEMENT.
All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer
of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and
shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and
any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or
not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement
can be provided under this Agreement.


 


18. SEVERABILITY. If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any
Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest
extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company; (b) such provision
or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent
of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion
of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


19. ENFORCEMENT AND BINDING
EFFECT.


 


(a) The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order
to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b) Without
limiting any of the rights of Indemnitee under the Amended and Restated Memorandum and Articles of Association of the Company as they
may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect
to the subject matter hereof.


 


(c) The
indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall
be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee,
general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall
inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 






    13


    


    

 


(d) The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially
all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.


 


(e) The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association
of the Company, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any
necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall
not be precluded from seeking or obtaining any other relief to which he 18 or she may be entitled. The Company and Indemnitee further
agree that Indemnitee shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of
Association of the Company, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary
injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company
acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction,
Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company .


 


20. MODIFICATION AND WAIVER.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement
nor shall any waiver constitute a continuing waiver.


 


21. NOTICES. All notices,
requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if
delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


(a) If to
Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing
to the Company.


 


(b) If to
the Company, to:


 


Cactus Acquisition Corp. 1 Limited


4B Cedar Brook Drive


Cranbury, NJ 08512


Attention: Chief Financial Officer






With a copy, which shall not constitute notice, to:



Meitar Law Offices


16 Abba Hillel Road


Ramat Gan, Israel 5251608

Attn: J. David Chertok


Email: dchertok@meitar.com


 


or to any other address as may have been furnished to Indemnitee
in writing by the Company.


 






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22. APPLICABLE LAW AND
CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced
in accordance with, the laws of the State of New York, without regard to its conflict of laws rules. Except with respect to any arbitration
commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company, the Company and Indemnitee hereby irrevocably and unconditionally:
(a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Court
and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to
the exclusive jurisdiction of the Cayman Court for purposes of any action or proceeding arising out of or in connection with this Agreement;
(c) waive any objection to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead
or to make, any claim that any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum,
or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of the Company, the parties hereby agree that the mailing of process and other papers in connection with any
such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by applicable law and the Amended
and Restated Memorandum and Articles of Association of the Company, shall be valid and sufficient service thereof.


 


23. IDENTICAL COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all
of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.


 


24. MISCELLANEOUS. Use
of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of
this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.


 


25. PERIOD OF LIMITATIONS.
No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s
spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause
of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to
any such cause of action such shorter period shall govern.


 


26. ADDITIONAL ACTS. If
for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest
extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, the Company undertakes
to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill
its obligations under this Agreement.


 






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27. WAIVER OF CLAIMS TO
TRUST ACCOUNT. Indemnitee hereby agrees that he or she does not have any right, title, interest or claim of any kind (each, a “Claim”)
in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of
the Company and holders of shares issued in such offering, and hereby waives any Claim he or she may have in the future as a result of,
or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.


 


28. MAINTENANCE OF INSURANCE.
The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company
is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to
provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s
performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies.
In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same
rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.


 


29. INTERPRETATION


 


In this Agreement:


 


(a) words
importing the singular number include the plural number and vice versa; words importing the masculine gender include the feminine gender;
words importing persons include corporations as well as any other legal or natural person;


 


(b) “written”
and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic
Record;


 


(c) “shall”
shall be construed as imperative and “may” shall be construed as permissive;


 


(d) references
to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;


 


(e) any
phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be
construed as illustrative and shall not limit the sense of the words preceding those terms;


 


(f) the
term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain
contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or”
shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case,
unless the context otherwise requires);


 


(g) headings
are inserted for reference only and shall be ignored in construing this Agreement;


 


(h) any
requirements as to delivery under this Agreement include delivery in the form of an electronic record (as defined in the Electronic Transactions
Law (2003));


 


(i) any
requirements as to execution or signature under this Agreement including the execution of this Agreement itself can be satisfied in the
form of an electronic signature (as defined in the Electronic Transactions Law (2003 Revision));


 


(j) sections
8 and 19(3) of the Electronic Transactions Law (2003 Revision) shall not apply.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	CACTUS ACQUISITION CORP. 1 LIMITED
	 	 	 
	 	By:	/s/ Ofer Gonen

	 	Name: 	Ofer Gonen

	 	Title:	Chief Executive Officer and Director
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	/s/ David Sidransky


	 	Name:	David Sidransky
	 	Address for notices:



 


[Signature page - Indemnity Agreement]