CETUS CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2023 • Cetus Capital Acquisition Corp. • Blank checks • New York
Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENT between CETUS CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 19th, 2023 • Cetus Capital Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of [__], 2023, between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • January 19th, 2023 • Cetus Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [____________________], 2023 between Cetus Capital Acquisition Corp., a Delaware corporation, with offices at Floor 3, No. 6, Lane 99, Zhengda Second Street, Wenshan District, 11602 Taipei, Taiwan, R.O.C. (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
Cetus Capital Acquisition Corp. Floor, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C.Letter Agreement • January 19th, 2023 • Cetus Capital Acquisition Corp. • Blank checks
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 Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,750,000 of the Company’s units (including up to 750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one redeemable warrant (each, a “Warrant”), and one right (a “Right”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Each Right entities the holder thereof to receive one-
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2023 • Cetus Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2023, is made and entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), Cetus Sponsor LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Representative”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2023 • Cetus Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2023 by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
