AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2024 • MKDWELL Tech Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2024, 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 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 MKDWELL Tech Inc., 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).
WARRANT ASSIGNMENT AGREEMENT AMONG CETUS CAPITAL ACQUISITION CORP., MKDWELL TECH INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Assignment Agreement • August 15th, 2024 • MKDWELL Tech Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS WARRANT ASSIGNMENT AGREEMENT (this “Agreement”), dated July 31, 2024, is made by and among CETUS CAPITAL ACQUISITION CORP., a Delaware corporation (“SPAC”), MKDWELL TECH INC., a BVI business company (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 31, 2023, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
LETTER OF CONSENT AND WAIVERMKDWELL Tech Inc. • February 5th, 2024 • Electronic & other electrical equipment (no computer equip)
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).
LETTER OF CONSENT AND WAIVERMKDWELL Tech Inc. • March 8th, 2024 • Electronic & other electrical equipment (no computer equip)
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).
LOCK-UP AGREEMENTLock-Up Agreement • August 15th, 2024 • MKDWELL Tech Inc. • Electronic & other electrical equipment (no computer equip)
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July 31, 2024 by and between the undersigned shareholder (the “Holder”) and MKDWELL Tech Inc., a BVI business company (“Pubco”).
FORM OF WARRANT ASSIGNMENT AGREEMENT AMONG CETUS CAPITAL ACQUISITION CORP., MKDWELL TECH INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Assignment Agreement • March 8th, 2024 • MKDWELL Tech Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS WARRANT ASSIGNMENT AGREEMENT (this “Agreement”), dated , 2024, is made by and among CETUS CAPITAL ACQUISITION CORP., a Delaware corporation (“SPAC”), MKDWELL TECH INC., a BVI business company (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 31, 2023, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
