Exhibit 10.1.2


 


THE PROMISSORY NOTE REFERENCED HEREIN AND AMENDED
HEREBY (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”).  THE NOTE WAS ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION
OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.


 


AMENDMENT TO PROMISSORY NOTE


 





	Principal Amount: $300,000	 Original Issuance
Date: May 24, 2021


 


THIS AMENDMENT, dated September
30, 2021 (this “Amendment”), to the PROMISSORY NOTE, issued on May 24, 2021 (the “Note”), is entered
into by Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Maker”), and Cactus Healthcare
Management L.P., a Delaware limited partnership (the “Payee”).


 


WHEREAS, pursuant to the
Note, the Maker has promised to pay the Payee (or its registered assigns or successors in interest), in lawful money of the United
States of America, the principal sum of THREE HUNDRED THOUSAND DOLLARS ($300,000) or such lesser amount as shall have been advanced by
Payee to Maker and that shall remain unpaid under the Note, subject to the terms and conditions described in the Note;


 


WHEREAS, the maturity date
of the Note was set as the earlier of:  (i) September 30, 2021, or (ii) the date on which Maker consummates an initial
public offering of its securities (such earlier date, the “Maturity Date”); and


 


WHEREAS, the parties to
the Note wish to extend the Maturity Date thereof pursuant to this Amendment.  


 


NOW THEREFORE, for good
and lawful consideration, the adequacy of which is acknowledged, the parties hereto hereby agree to amend the Note as follows:


 


1.Extension
of Maturity Date. Section 1 of the Note is hereby amended and restated in its entirety in order to extend the Maturity Date as follows:


 


“1. Principal. 
The entire unpaid principal balance of the Note shall be payable on the earlier of:  (i) December 31, 2021, or (ii) the
date on which Maker consummates an initial public offering of its securities (such earlier date, the “Maturity Date”). 
The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer,
director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.”


 


2.Full
Force and Effect. Other than as amended hereby, the parties acknowledge that the Note remains in full force and effect.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, Maker
and Payee, intending to be legally bound hereby, have caused this Amendment to Promissory Note to be duly executed as of the 30th
day of September, 2021.


 


	 	MAKER:
	 	 	 	 
	 	Cactus Acquisition Corp. 1 Limited
	 	 	 	 
	 	By:	/s/ Ofer Gonen
	 	 	Name:	Ofer Gonen
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	PAYEE:
	 	 	 	 
	 	Cactus Healthcare Management L.P.
	 	 	 	 
	 	By:	Cactus Healthcare Management LLC, its sole General Partner
	 	 	 	 
	 	By:	/s/ Steven T. Wills
	 	 	Name:	Steven T. Wills
	 	 	Title:	Secretary