Exhibit
10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-266363 (the “Registration Statement”) and prospectus (the
“Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists
of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one redeemable
warrant, with each warrant entitling the holder thereof to purchase one share of Common Stock, and one right to receive one-tenth (1/10)
of one share of Common Stock upon the consummation of the Company’s initial business combination, has been declared effective as
of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with EF Hutton division of Benchmark
Investments, LLC as the representative of the underwriters in the IPO (the “Representative”); and


 


WHEREAS,
as described in the Prospectus, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, an aggregate
of $61,500,000 of the proceeds of the IPO ($70,725,000 if the underwriters’ over-allotment option is exercised in full) and the
proceeds of a private placement of units occurring simultaneously with the closing of the purchase of the Company’s units in the
IPO, plus any amounts to be deposited in connection with an Extension (as defined below), will be delivered to the Trustee to be deposited
and held in a segregated trust account for the benefit of the Company and the holders of the Common Stock included in the Units issued
in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee (and any interest subsequently earned thereon) will be
referred to herein as the “Property”; the stockholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);
and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $1,800,000, or $2,070,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS,
if a Business Combination is not consummated within the initial 12-month period following the closing of the Offering (the “Initial
Deadline”), the Company may extend such period by up to two three-month periods (each, an “Extension”), up to a maximum
of 18 months in the aggregate, by depositing $600,000 (or $690,000 if the Underwriters’ over-allotment option is exercised in full,
or in any case, $0.10 per Unit) for each such Extension into the Trust Account no later than the 12 or 15-month anniversary of the Offering,
as applicable, in exchange for which they will receive promissory notes;


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 




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(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property (i) in United States government treasury
bills, notes or bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, which invest solely in direct U.S. government treasury obligations;
the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while
the account funds are uninvested awaiting the Company’s instructions hereunder; and while account funds are invested or uninvested,
the Trustee may earn bank credits or other consideration;


 


(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Promptly notify the Company and the Representative of all communications received by it with respect to any Property requiring action
by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its President/Chief Executive Officer or Chief Financial Officer and, in the case of a Termination
Letter in a form substantially similar to that attached hereto as Exhibit A, complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest earned on the invested funds held in the Trust Account and not previously released
to the Company to pay its taxes (net of taxes payable and less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, however, that
in the event that a Termination Letter has not been received by the Trustee by the Initial Deadline plus all applicable Extensions (the
“Closing,” and such date, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date;


 


(j)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit C hereto at least five business
days prior to the Initial Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified
in the Extension Letter on or prior to the Initial Deadline, the Trustee shall follow the instructions set forth in the Extension Letter;
and


 


(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D, the Trustee shall distribute to the Public Stockholders of record as of such date the amount requested by the Company to be
used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an
amendment to the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s
obligation to redeem 100% of the shares of Common Stock included in the Units sold in the IPO if the Company has not consummated an initial
Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or (b)
with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity. The written
request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds,
and the Trustee shall have no responsibility to look beyond said request.


 




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2.
Limited Distributions of Income from Trust Account.


 


(a)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit E, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company
to cover any tax obligations owed by the Company.


 


(b)
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided
in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c)
The Company shall provide the Representative with a copy of any Termination Letters and/or any other correspondence that it issues to
the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer and Chief Financial
Officer. In addition, except with respect to its duties under Sections 1(i), 1(k) and 2(a) above, the Trustee shall be entitled to rely
on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and reasonable care,
believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;


 


(b)
Subject to Sections 5 and 7(h) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all reasonable
and documented expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection
with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property
or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in
writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and
manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to
the selection of counsel, which consent shall not be unreasonably withheld or delayed. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company may
participate in such action with its own counsel;


 


(c)
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section
2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees except for disbursements made to the Company pursuant to Sections 1(i)
solely in connection with the consummation of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and
first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. Except as set forth in
this Section 3(c) and Section 3(b) hereof, the Company shall not be responsible for any other fees or charges of the Trustee;


 


(d)
The provisions of this Agreement governing the release of funds from the Trust Account may only be amended if approved by the holders
of at least 65% of our common stock entitled to vote thereon;


 


(e)
In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote
of the Company’s stockholders regarding such Business Combination;


 




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(f)
Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(g)
Within four (4) business days after the underwriters exercise the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall
in no event be less than $1,800,000;


 


(h)
Promptly following the Initial Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been
extended;


 


(i)
Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the
account or accounts directed by the Representative on behalf of the underwriters prior to any transfer of the funds held in the Trust
Account to the Company or any other person; and


 


(j)
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


4.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence, fraud or willful misconduct;


 


(b)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)
Change the investment of any Property, other than in compliance with Section 1(c);


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith and reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement;


 




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(h)
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned
on the Property;


 


(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a)
hereof);


 


(j)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein; and


 


(k)
Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 1(k) or 2(a) above.


 


5.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the
Trust Account and not against the Property or any monies in the Trust Account.


 


6.
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate;
provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the
resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State
of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be
immune from any liability whatsoever;


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof,
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Section 3(b); or


 


(c)
If the IPO is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee
from the Company shall be returned promptly following the receipt by the Trustee of written instructions from the Company.


 


7.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the
Trustee will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the wire.


 


(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one
instrument.


 




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(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i) (which may only be amended with the approval of the holders of a majority of the outstanding shares of Common Stock
sold in the IPO), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the
parties hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent of the
Representative. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL
BY JURY. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan,
for purposes of resolving any disputes hereunder.


 


(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by
e-mail transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Cetus
Capital Acquisition Corp.


Floor
3, No. 6, Lane 99


Zhengda
Second Street, Wenshan District


11602
Taipei, Taiwan, R.O.C.


Telephone
+886-920-518-827


Attn.:
Chung-Yi Sun, Chief Executive Officer, President and Chairman of the Board


 


Copy
(which copy shall not constitute notice) to:


 


Pryor
Cashman LLP


7
Times Square


New
York, New York 10036


Attn.:
Michael T. Campoli, Esq.


Telephone
No.: (212) 421-4100


Email:
mcampoli@pryorcashman.com


 


in
either case with a copy (which copy shall not constitute notice) to:


 


EF
Hutton division of Benchmark Investment, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn:
Legal Department


 




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and:


 


Sichenzia
Ross Ference LLP


1185
Avenue of the Americas, 31st Floor


New
York, NY 10036


Attn.:
David B. Manno, Esq.


Telephone
No.: (212) 930-9700


Email:
dmanno@srf.law


 


(f)
The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail address set forth
below the respective party’s name in Section 7(e) hereto. To the extent that any notice given by means of electronic transmission
is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail
address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees
to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.


 


(g)
Reserved.


 


(h)
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance.


 


(i)
Each of the Company and the Trustee hereby acknowledges and agrees that the Representative is a third party beneficiary of this
Agreement.


 


(j)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity without the written consent of the other party.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/
    
	 	Name:	Francis
    Wolf
	 	Title:
    	Vice
    President
	 	 	 
	 	CETUS
    CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    
	 	Name:	Chung-Yi
    Sun
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Investment Management Trust Agreement]


 




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SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income

                                 following disbursement made to Company under Section 2
	 	$	 250 per item 	 
	Paying Agent services as required pursuant to sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to sections 1(i) and 1(k)	 	 	Market Rate 	 



 




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EXHIBIT
A


 


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, N.Y. 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Cetus Capital Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2022 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement with [__________________] (“Target Business”) to consummate a business
combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you
at least 72 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer
the proceeds to the above-referenced account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the
Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase
Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated
and (ii) the Company shall deliver to you (a) a certificate of Chief Executive Officer, which verifies the vote of the Company’s
stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company, EF Hutton
division of Benchmark, LLC (whose consent not to be unreasonably withheld) with respect to the transfer of the funds held in the Trust
Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In
the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


[Signature
Page Follows]


 




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	 	Very truly yours,
	 	 	 
	 	CETUS
    CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 


 


	cc:	EF
    Hutton


 




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EXHIBIT
B


 


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, N.Y. 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzales:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Cetus Capital Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2022 (“Trust Agreement”), this is to advise
you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments and to transfer
the total proceeds to the trust operating account at JPMorgan Chase Bank, N.A. to await distribution to the Public Stockholders. The
Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Stockholders will be entitled
to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and in your separate capacity as
Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the
Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 	 
	 	CETUS
    CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	                     
	 	Name:
    	 
	 	Title:	 


 


	cc:	EF
    Hutton


 




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EXHIBIT
C


 


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, N.Y. 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Extension Letter


 


Dear
Mr. Wolf and Ms. Gonzalez


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Cetus Capital Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company, LLC, dated as of , 2022 (“Trust Agreement”), this is to advise you that the Company is
extending the time available in order to consummate a Business Combination with the Target Businesses for an additional _________ months,
from _______ to _________ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to Extension prior to the Initial Deadline. Capitalized words used herein
and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $______________, or in any case, $0.05 per Unit),
which will be wired to you, into the Trust Account investments upon receipt.


 


	 	Very truly yours,
	 	 	 
	 	CETUS CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	                  
	 	Name:
    	 
	 	Title:	 


 


	cc:	EF
    Hutton


 




    	13



     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, N.Y. 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Stockholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Cetus Capital Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2022 (the “Trust Agreement”), the
Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned
on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the
Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated
certificate of incorporation or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination
activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter into a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very
    truly yours,
	 	 
	 	CETUS
    CAPITAL ACQUISITION CORP.
	 	 
	 	By:	                          
	 	Name:
    	
	 	Title:	 


 


	cc:	EF
    Hutton


 




    	14



     


    

 


EXHIBIT
E


 


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, N.Y. 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account Withdrawal Instructions


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 2(a) of the Investment Management Trust Agreement between Cetus Capital Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2022 (“Trust Agreement”), the Company hereby
requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company
needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	CETUS
    CAPITAL ACQUISITION CORP.
	 	 
	 	By:	                       
	 	Name:
    	
	 	Title:	 


 


	cc:	EF
    Hutton


 




    	15