WARRANT AGREEMENTWarrant Agreement • April 12th, 2022 • Denali Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated April 6, 2022, is by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and VStock Transfer, LLC, a California limited liability company, as warrant agent (in such capacity, the “Warrant Agent”).
Registration and Shareholder Rights AgreementRegistration and Shareholder Rights Agreement • April 12th, 2022 • Denali Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2022, is made and entered into by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Denali Capital Acquisition Corp. 437 Madison Avenue, 27th Floor New York, New York, 10022Underwriting Agreement • April 12th, 2022 • Denali Capital Acquisition Corp. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and US Tiger Securities, Inc. and EF Hutton, division of Benchmark Investments, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 7,500,000 of the Company’s units (including up to 1,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be
UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2022 • Denali Capital Acquisition Corp. • Blank checks • New York
The undersigned, Denali Capital Acquisition Corp., a newly formed bank check company formed as a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with US Tiger Securities, Inc. (“US Tiger”) and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”, together with US Tiger, hereinafter referred to as “you”, or the “Representatives”) and with the other underwriters named on Schedule A hereto for which you are acting as representatives (the Representatives and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
FORM OF Indemnity AgreementIndemnification & Liability • April 12th, 2022 • Denali Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 6, 2022, by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 12th, 2022 • Denali Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 6, 2022, by and between Denali Capital Acquisition Corp., a Cayman corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
AGREEMENT AND PLAN OF MERGER dated as of August 30, 2024 by and among Denali Capital Acquisition Corp.,Merger Agreement • September 5th, 2024 • Denali Capital Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 30, 2024 (the “Signing Date”), is made and entered into by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, “Parent”), Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 22nd, 2022 • Denali Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated [●], 2022, is entered into by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Purchaser”).
SPONSOR INTEREST PURCHASE AGREEMENTSponsor Interest Purchase Agreement • September 5th, 2024 • Denali Capital Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR INTEREST PURCHASE AGREEMENT, dated August 30, 2024 (this “Agreement”), is entered into by and between Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”), and Scilex Holding Company, a Delaware corporation (the “Purchaser”).
STOCKHOLDER AGREEMENTStockholder Agreement • September 5th, 2024 • Denali Capital Acquisition Corp. • Blank checks • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of August 30, 2024, is made and entered into by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, the “Company”), and Scilex Holding Company, a Delaware corporation (“Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • September 5th, 2024 • Denali Capital Acquisition Corp. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of August 30, 2024 (this “Support Agreement”), is entered into by and among the Stockholders listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”), Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 5th, 2024 • Denali Capital Acquisition Corp. • Blank checks
This Sponsor Support Agreement (this “Support Agreement”) is dated as of August 30, 2024, by and among the Persons set forth on Schedule I attached hereto (each, a “Sponsor” and, together, the “Sponsors”), Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Denali Capital Acquisition Corp.Securities Subscription Agreement • March 22nd, 2022 • Denali Capital Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to purchase 2,156,250 Class B ordinary shares (the “Shares”), US$0.0001 par value per share (shares of such class, the “Class B Ordinary Shares”), of the Company (as defined below), up to 281,250 Class B Ordinary Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not exercise their over-allotment option (the “Over-allotment Option”) in the IPO in full. For the purposes of this Securities Subscription Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Upon certain terms and conditions, the Class B Ordinary
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 26th, 2023 • Denali Capital Acquisition Corp. • Blank checks • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • August 28th, 2023 • Denali Capital Acquisition Corp. • Blank checks • Delaware
Pursuant to the Agreement and Plan of Merger, dated as of January 25, 2023 (as amended prior to the date hereto, the “Merger Agreement”), by and among Denali Capital Acquisition Corp. (“Denali”), Longevity Biomedical, Inc., a Delaware corporation (“Longevity”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of Denali (“Holdco”), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Denali Merger Sub”), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Longevity Merger Sub”), and Bradford A. Zakes, solely in the capacity as seller representative, the parties are undertaking a proposed business combination (the “Business Combination”) of in which, among other things, immediately following the consummation of the Target Acquisitions (as defined below), (i) Denali Merger Sub will merge with and into Denali (the “Denali Merger”), with Denali as the surviving
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • April 12th, 2022 • Denali Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated April 6, 2022, is entered into by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Purchaser”).
AMENDMENT TO AND CONSENT UNDER AGREEMENT AND PLAN OF MERGERAmendment to and Consent Under Agreement and Plan of Merger • April 12th, 2023 • Denali Capital Acquisition Corp. • Blank checks
This AMENDMENT TO AND CONSENT UNDER AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of April 11, 2023, by and among Denali SPAC Holdco, Inc., a Delaware corporation (“Holdco”), Denali Capital Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Purchaser”), Longevity Biomedical, Inc., a Delaware corporation (the “Company”), Denali Capital Global Investments LLC, a Cayman Islands limited liability company (“Sponsor”), and Bradford A. Zakes, in the capacity as Seller Representative (the “Seller Representative” and, collectively with Holdco, the Purchaser, the Company, and Sponsor, the “Parties”) under the Merger Agreement (as defined below). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Merger Agreement.
TERMINATION AGREEMENTTermination Agreement • June 27th, 2024 • Denali Capital Acquisition Corp. • Blank checks • Delaware
This TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of June 25, 2024, by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company with limited liability (“Purchaser”), and Longevity Biomedical, Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 26th, 2023 • Denali Capital Acquisition Corp. • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 25, 2023, by and between Longevity Biomedical, Inc., a Delaware corporation (the “Company”), Denali Capital Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Purchaser”), and Denali Capital Global Investment LLC, a Cayman Islands limited liability company (the “Sponsor”). The Company and the Sponsor are sometimes referred to herein as a “Party” and collectively as the “Parties”.
COMPANY VOTING AND SUPPORT AGREEMENTCompany Voting and Support Agreement • January 26th, 2023 • Denali Capital Acquisition Corp. • Blank checks • Delaware
This COMPANY VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 25, 2023, by and between Longevity Biomedical, Inc., a Delaware corporation (the “Company”), Denali Capital Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Purchaser”), Denali SPAC Holdco, Inc., a Delaware Corporation (the “Holdco”), and the securityholder of the Company set forth on Schedule I hereto (such individual, the “Securityholder”). The Company, Purchaser and the Securityholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.
