Exhibit 10.5


 


SHARE PURCHASE AGREEMENT


 


This SHARE PURCHASE AGREEMENT (“Agreement”)
is made and entered into as of May 14, 2021, by and between Cactus Acquisition Corp 1 Limited, a Cayman Islands exempted company (the
“Company”), and Cactus Healthcare Management L.P., a limited partnership formed under the laws of the State of Delaware
(the “Purchaser”).


 


WHEREAS, the Purchaser desires to purchase and
Company desires to issue and sell to the Purchaser Class B ordinary shares, par value of $US0.0001 each (the “Class B Shares”)
on the terms and conditions set forth below.


 


NOW, THEREFORE, in consideration of the premises
and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties
intending to be legally bound, hereby agree as follows:


 


1. The Transaction. Subject to the
terms and conditions set forth in this Agreement, on a closing date to be agreed between the parties hereto, Purchaser will purchases
from the Company, and the Company will issue and sell to the Purchaser, 2,875,000 Class B Shares (the “Purchased Shares”)
for an aggregate purchase price of $25,000.


 


2. Representations and Warranties of the
Company.


 


The Company hereby represents and warrants to the
Purchaser as follows:


 


2.1. The Company (i) is an exempted company duly
incorporated, validly existing and in good standing under the laws of the Cayman Islands, and has full power and authority to own, lease
and operate its properties and assets and to conduct its business as now being conducted; and (ii) has all requisite legal and corporate
power to execute and deliver this Agreement, and to carry out and perform its obligations hereunder. All corporate actions on the part
of the Company, its directors and shareholders, necessary for the authorization, execution, delivery and performance of this Agreement
and the performance of the Company’s obligations hereunder, have been taken. The execution and the delivery of this Agreement and
the consummation of the transactions contemplated hereby, will not violate any applicable law or conflict with, or result in a breach
of any agreement or other arrangement to which the Company is a party or by which it is bound.


 


2.2. This Agreement constitutes the valid and binding
obligation of the Company, legally enforceable against the Company in accordance with its terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally,
or by general equity principles, and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.


 


2.3. The authorized share capital of the Company
consists of 500,000,000 Class A ordinary shares of par value of US$0.0001 each, 50,000,000 Class B ordinary shares of par value of US$0.0001
each and 5,000,000 preference shares of par value US$0.0001 each.


 


3. Representations and Warranties of the
Purchaser.


 


The Purchaser hereby represents and warrants to
the Company as follows:


 


3.1. It has all requisite legal and corporate power
to execute and deliver this Agreement, and to carry out and perform its obligations hereunder. All corporate actions on the part of the
Purchaser, its managers and partners, necessary for the authorization, execution, delivery and performance of this Agreement and the performance
of the Purchaser’s obligations hereunder, have been taken. The execution and the delivery of this Agreement and the consummation
of the transactions contemplated hereby, will not violate any applicable law or conflict with, or result in a breach of any agreement
or other arrangement to which the Purchaser is a party or by which it is bound.


 






    


     


    

 


3.2. This Agreement constitutes a valid and legally
binding obligation of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.


 


3.3. The Purchaser acknowledges that the Purchased
Shares it is purchasing subject to the terms of this Agreement are characterized as “restricted securities” under the federal
securities laws in as much as they are being acquired from the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may be resold without registration under the U.S. Securities Act of 1933, as amended
(the “Act”), only in certain limited circumstances. In this connection, the Investor represents that it is familiar
with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act generally.


 


3.4. It is understood that certificates or book-entry
records evidencing the Purchased Shares (if any) may bear one or all of the following legends or similar legend:


 


“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”


 


4. Miscellaneous.


 


4.1. Governing Law. This Agreement
shall be governed by the laws of the State of Israel, regardless of any applicable conflict of laws provisions; and the competent courts
of the Tel-Aviv-Jaffa, Israel, will have the exclusive jurisdiction with respect to any conflict arising in connection herewith.


 


4.2. Entire Agreement. This Agreement
constitutes the full and entire understanding and agreement between the parties hereto with regard to the subjects hereof, and supersedes
any and all prior agreements and understandings of the parties concerning such subject matter. Neither this Agreement nor any term hereof
may be amended, waived, discharged, or terminated other than by a written instrument signed by both parties hereto.


 


4.3. Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be enforceable against the party actually executing such counterpart, and
all of which together shall constitute one and the same instrument.


 


4.4. Notices, etc. All notices
and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given on the earliest of
the following: (a) the date of personal delivery; (b) one (1) business day after transmission by facsimile or electronic mail, addressed
to the other party at its facsimile number or email address, with confirmation of transmission or receipt; (c) five (5) business day after
deposit with a return receipt express courier; or (d) seven (7) business days after deposit in local mail by registered or certified mail.
All notices not delivered personally or by facsimile or email will be sent with postage and/or other charges prepaid and properly addressed
at the address as either party shall have notified its counterpart.





 


[Signatures to Follow]


 






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IN WITNESS WHEREOF, the parties have executed this
Share Purchase Agreement as of the date first above written.


 


	Cactus Acquisition Corp 1 Limited	 	 
	 	 	 
	By:	 /s/ Ofer Gonen	 	 	 
	 	
    Name: Ofer Gonen 

    Title: Chief Executive Officer
	 	 	 


 


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
	 	 	 





 


 


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