CETUS CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 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 • February 3rd, 2023 • Cetus Capital Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of January 31, 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”).
CETUS CAPITAL ACQUISITION CORP.Cetus Capital Acquisition Corp. • July 28th, 2022 • Delaware
This agreement (the “Agreement”) is entered into on June 10, 2022 by and between Cetus Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Cetus Capital Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,725,000 shares of Class B common stock, $0.0001 par value per share (such shares of Class B common stock, and any shares of Class A common stock into which such shares may be converted, as the context may require, the “Shares”), up to 225,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2023 • Cetus Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 31, 2023, between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • February 3rd, 2023 • Cetus Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of January 31, 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 • February 3rd, 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-
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-
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2023 • Cetus Capital Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED 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 “SPAC”), Cetus Sponsor LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Representative”), 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”), and [Pubco], a British Virgin Islands business company (the “Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 7th, 2022 • Cetus Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2022 by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BUSINESS COMBINATION AGREEMENT by and among CETUS CAPITAL ACQUISITION CORP., MKD TECHNOLOGY INC.,Business Combination Agreement • June 26th, 2023 • Cetus Capital Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (as the same may be amended, restated, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 20, 2023, is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporated in the British Virgin Islands with BVI Company Number: 2121160 (“MKD BVI”), and Ming-Chia Huang, in his capacity as the Company Shareholders’ Representative (the “Shareholders’ Representative”).
LOCK-UP AGREEMENTLock-Up Agreement • June 26th, 2023 • Cetus Capital Acquisition Corp. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], [ ] by and between the undersigned shareholder (the “Holder”) and [ ], a BVI business company (“Pubco”).
FIFTH ADDENDUM TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 30th, 2024 • Cetus Capital Acquisition Corp. • Blank checks
This Fifth Addendum to the Business Combination Agreement dated as of April 30, 2024 (this “Fifth Addendum”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporated in the British Virgin Islands with BVI Company Number: 2121160 (“MKD BVI”), MKDWELL Tech Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2128871, MKDMerger1 Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2129350, MKDMerger2 Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2129349, and Ming-Chia Huang, in his capacity as the Company Shareholders’ Representative (the “Shareholders’ Representative”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 3rd, 2023 • Cetus Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made as of January 31, 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”).
LETTER OF CONSENT AND WAIVERCetus Capital Acquisition Corp. • December 15th, 2023 • Blank checks
Each of the undersigned, being Cetus Capital Acquisition Corp. (the “Company”), Cetus Sponsor, LLC (the “Sponsor”) and members of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), and EF Hutton LLC, hereby acknowledges, agrees and consents to the following matters. Capitalized terms not defined herein shall have the meanings assigned in the Insider Letter (as defined below).
FIRST ADDENDUM TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 4th, 2023 • Cetus Capital Acquisition Corp. • Blank checks
This First Addendum to the Business Combination Agreement dated as of July 31, 2023, is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporated in the British Virgin Islands with BVI Company Number: 2121160 (“MKD BVI”), Ming-Chia Huang, in his capacity as the Company Shareholders’ Representative (the “Shareholders’ Representative”), and MKDWELL Tech Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2128871 (“Pubco”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 7th, 2024 • Cetus Capital Acquisition Corp. • Blank checks • Delaware
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of February 1, 2024, is entered into by and between Cetus Sponsor LLC, a Delaware Limited Liability Company (“Pledgor”), Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and MKDWELL Limited, a BVI company with BVI Company Number 2121160 (“Secured Party”).
FOURTH ADDENDUM TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 2nd, 2024 • Cetus Capital Acquisition Corp. • Blank checks
This Fourth Addendum to the Business Combination Agreement dated as of February 1, 2024 (this “Fourth Addendum”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporated in the British Virgin Islands with BVI Company Number: 2121160 (“MKD BVI”), MKDWELL Tech Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2128871, MKDMerger1 Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2129350, MKDMerger2 Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2129349, and Ming-Chia Huang, in his capacity as the Company Shareholders’ Representative (the “Shareholders’ Representative”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 7th, 2024 • Cetus Capital Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 1, 2024, by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated January 31, 2023 April 24, 2024Satisfaction and Discharge • April 30th, 2024 • Cetus Capital Acquisition Corp. • Blank checks
This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of April 24, 2024, by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), MKD Technology Inc., a Taiwan corporation (“MKDT”), MKDWELL Limited, a British Virgin Islands company (“MKDW”), and MKDWELL Tech Inc., a British Virgin Islands company (“PubCo”) (collectively, MKDT, MKDW and PubCo, the “MKD Parties”), on the one hand, and EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) (“EF Hutton”), on the other hand. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).
THIRD ADDENDUM TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 22nd, 2023 • Cetus Capital Acquisition Corp. • Blank checks
This Third Addendum to the Business Combination Agreement dated as of November 19, 2023 (this “Third Amendment”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporated in the British Virgin Islands with BVI Company Number: 2121160 (“MKD BVI”), MKDWELL Tech Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2128871, MKDMerger1 Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2129350, MKDMerger2 Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2129349, and Ming-Chia Huang, in his capacity as the Company Shareholders’ Representative (the “Shareholders’ Representative”).
SECOND ADDENDUM TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 11th, 2023 • Cetus Capital Acquisition Corp. • Blank checks
This Second Addendum to the Business Combination Agreement dated as of August 10, 2023, is entered into by and among MKDMerger1 Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2129350 (“Merger Sub 1”) and MKDMerger2 Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2129349 (“Merger Sub 2”).
