Exhibit 2.1
FIFTH ADDENDUM TO THE
BUSINESS COMBINATION AGREEMENT
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”).
WHEREAS, SPAC, the Company, MKD BVI and the Shareholders’ Representative have entered into a Business Combination Agreement dated June 20, 2023 (as amended by that certain First Addendum to the Business Combination Agreement dated as of July 31, 2023, that certain Second Addendum to the Business Combination Agreement dated as of August 10, 2023, that certain Third Addendum to the Business Combination Agreement dated as of November 19, 2023, and that certain Fourth Addendum to the Business Combination Agreement dated as of February 1, 2024, the “Business Combination Agreement”); and
WHEREAS, the parties to the Business Combination Agreement desire to enter into this Fifth Addendum to amend the Business Combination Agreement to change the Outside Date from April 30, 2024 to June 30, 2024.
NOW THEREFORE, the parties, intending to be legally bound, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows. Capitalized terms not defined herein shall have the same meanings as assigned in the Business Combination Agreement.
Section 1. Amendment to Section 10.01(b). Section 10.01(b) of the Business Combination Agreement is hereby deleted in its entirety and replaced in its entirety with the following:
“(b) by SPAC or the Company, if the Closing has not occurred on or before June 30, 2024 (the “Outside Date”), unless the absence of such occurrence shall be due to the failure of SPAC, on the one hand, or any Company Party, on the other hand, to materially perform its obligations under this Agreement required to be performed by it on or prior to the Outside Date; or”
Section 2. Miscellaneous.
(a) This Fifth Addendum may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Fifth Addendum delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Fifth Addendum.
(b) In the event of any conflict between the terms of this Fifth Addendum and the terms of the Business Combination Agreement, the terms of this Fifth Addendum shall prevail. To the extent not inconsistent with this Fifth Addendum, the terms of the Business Combination Agreement shall remain in full force and effect.
(c) Section 12.06 of the Business Combination Agreement relating to the governing law, jurisdiction, and waiver of jury trial shall apply to this Fifth Addendum.
(d) Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
[Remainder of page intentionally left blank; Signature page follows.]
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IN WITNESS WHEREOF, the undersigned have executed this Fifth Addendum to the Business Combination Agreement as of the date first written above.
| MKDWELL TECH INC. | ||
| By: | /s/ Ming-Chia Huang | |
| Name: | Ming-Chia Huang | |
| Title: | Sole Director | |
| CETUS CAPITAL ACQUISITION CORP. | ||
| By: | /s/ Chung-Yi Sun | |
| Name: | Chung-Yi Sun | |
| Title: | CEO & President | |
| MKD TECHNOLOGY INC. | ||
| By: | /s/ Ming-Chia Huang | |
| Name: | Ming-Chia Huang | |
| Title: | Chief Executive Officer | |
| MKDWELL LIMITED | ||
| By: | /s/ Ming-Chia Huang | |
| Name: | Ming-Chia Huang | |
| Title: | Director | |
| MKDMERGER1 INC. | ||
| By: | /s/ Ming-Chia Huang | |
| Name: | Ming-Chia Huang | |
| Title: | Sole Director | |
| MKDMERGER2 INC. | ||
| By: | /s/ Ming-Chia Huang | |
| Name: | Ming-Chia Huang | |
| Title: | Sole Director | |
| /s/ Ming-Chia Huang | |
Ming-Chia Huang (in his capacity as the Shareholders’ Representative) |
[Signature page to the Fifth Addendum to the Business Combination Agreement]