COMMON STOCK PURCHASE WARRANT DENALI SPAC HOLDCO, INC.Denali SPAC Holdco, Inc. • November 22nd, 2023 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Denali SPAC Holdco, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • November 20th, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • 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”). Following the Business Combination, Holdco will change its name to Longevity Biomedical, Inc., and its common stock, par value $0.0001 per share (the “Common Stock”), is expected to list on The Nasdaq Stock Market (“Nasdaq”)
ContractDenali SPAC Holdco, Inc. • May 31st, 2023 • Electromedical & electrotherapeutic apparatus • Washington
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed
Cellular Bioengineering, Inc. The Regenerative Medicine CompanyDenali SPAC Holdco, Inc. • May 31st, 2023 • Electromedical & electrotherapeutic apparatus
Third AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Third Amendment to the Contribution and Exchange Agreement (this “Third Amendment”) is entered into as of August 29, 2023 (the “Amendment Date”) by and among Longevity Biomedical, Inc., a Delaware corporation (“Purchaser”), Aegeria Soft Tissue, LLC, a Delaware limited liability company (the “Company”), Denali Capital Acquisition Corp., a Cayman Island exempted company with limited liability, Jennifer Elisseeff, Alessandro Ovi, Lee R. Marks, The Johns Hopkins University, Sestant SpA, an Italian company, Patrick Byrnes, Romano Prodi, Kofi Boahene, Andrew Pardoll, and Jim Forsell (each an “Owner” and together, the “Owners”), and Jennifer Elisseeff, as representative of the Owners (the “Owners’ Representative”, and together with the Purchaser, the Company, and the Owners, the “Parties”). Terms used but not otherwise defined in this Third Amendment shall have the meanings set forth in the C&E Agreement (as that term is defined below).
ASSIGNMENT, ASSUMPTION AND NOTE CONVERSION AGREEMENTAssignment, Assumption and Note Conversion Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
THIS ASSIGNMENT, ASSUMPTION AND NOTE CONVERSION AGREEMENT (the “Agreement”) effective as of January 25, 2023 (the “Effective Date”) is among Longevity Biomedical, Inc., a Delaware corporation (the “Company”), FutureTech Partners LLC, a Delaware limited liability company (“Partners”), and FutureTech Capital LLC, a Delaware limited liability company (“Capital”).
Third AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Third Amendment to the Contribution and Exchange Agreement (this “Third Amendment”) is entered into as of August 29, 2023 (the “Amendment Date”) by and among Longevity Biomedical, Inc., a Delaware corporation (“Purchaser”), Cerevast Medical, Inc., a Delaware corporation (the “Company”), Denali Capital Acquisition Corp., a Cayman Island exempted company with limited liability, Bradford A. Zakes, Louis J. Fox, Mark S. Humayun, Jennifer Fox Crisp, J. Andy Corley, Li Changan, Qian Xiaoming, William Brinton, Jr., Kirk Clothier, Eric Manegold, Bill Brinton, Sr., Debra Brinton, Julian McQueen, Denice Vezitinski, Travis Rothlisberger, Incline Silo A., LLC, a Nevada limited liability company, Haiyin Capital Investment Limited, a Chinese company limited by shares, Haiyin Equity Investment Fund LP, a Chinese limited partnership, Haiyin Equity Investment Fund II LP, a Chinese limited partnership, Haiyin Tech LP, a British Virgin Islands limited partnership, Hercules Bioventure, LP, a company
Second Amendment to License AgreementLicense Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
Whereas, the University of Ottawa and Cellular Bioengineering, Inc. (each a "Party" and together, the "Parties"), have executed a License Agreement effective October 191", 2007, as amended by the First Amendment dated June 6, 2008;
Technology Transfer/Manufacturing AgreementTechnology Transfer/Manufacturing Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Technology Transfer Agreement (this “Agreement”) is effective as of September 30, 2022 (the “Effective Date”), by and between Essent Biologics, LLC, a Delaware corporation (“Essent”), Johns Hopkins University on behalf of its School of Medicine, a Maryland non-profit educational institution, (“JHU”), and Aegeria Soft Tissue, LLC, a Delaware limited liability company with no Affiliates. “Aegeria”). Essent, JHU and Aegeria are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Management Services Agreement (this “Agreement”), is made and entered into as of May 1, 2022 (the “Effective Date”), by and among Cerevast Medical, Inc., a Delaware corporation (the “Service Provider”), Longevity Biomedical Inc., a Delaware corporation (the “Company”) and Futuretech Partners, LLC, a Delaware limited Liability Company (the “Company Funder”).
AMENDMENT #1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment #1 to the Management Services Agreement (this “Amendment #1”), is made and entered into as of November 1, 2022 (the “Effective Date”), by and among Cerevast Medical, Inc., a Delaware corporation (the “Service Provider”), Longevity Biomedical Inc., a Delaware corporation (the “Company”) and Futuretech Partners, LLC, a Delaware limited Liability Company (the “Company Funder”), collectively (the “Parties”).
SECOND AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 13th, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Second Amendment to the Contribution and Exchange Agreement (this “Second Amendment”) is entered into as of June 26, 2023 (the “Amendment Date”) by and among Longevity Biomedical, Inc., a Delaware corporation (“Purchaser”), Aegeria Soft Tissue, LLC, a Delaware limited liability company (the “Company”), and Jennifer Elisseeff, as representative of the Owners (the “Owners’ Representative”, and together with Purchaser and the Company, the “Parties”). Terms used but not otherwise defined in this Second Amendment shall have the meanings set forth in the C&E Agreement (as that term is defined below).
SECOND AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 13th, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Second Amendment to the Contribution and Exchange Agreement (this “Second Amendment”) is entered into as of June 26, 2023 (the “Amendment Date”) by and among Longevity Biomedical, Inc., a Delaware corporation (“Purchaser”), Cerevast Medical, Inc., a Delaware corporation (the “Company”), and Bradford A. Zakes, as representative of the Owners (the “Owners’ Representative”, and together with Purchaser and the Company, the “Parties”). Terms used but not otherwise defined in this Second Amendment shall have the meanings set forth in the C&E Agreement (as that term is defined below).
EXCLUSIVE LICENSE AGREEMENT Johns Hopkins University and NovoKera, LLC JHU Agreement Number A40899Jhu Agreement Number A40899 • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Maryland
This AGREEMENT is entered into by and between the Johns Hopkins University (“JHU”), a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 and, NovoKera, LLC (“LICENSEE”), a Nevada corporation having an address at 2777 Paradise Rd, Las Vegas, Nevada 89109, United States and is effective on the 22nd day of March 2023 (“EFFECTIVE DATE”).
AMENDMENT #1 TO LICENSE AGREEMENTLicense Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This amendment #1 (“Amendment #1”, A41953) to the Exclusive License Agreement is entered into as of December 22, 2022 (the “Amendment #1 Effective Date”) by and between Aegeria Soft Tissue LLC, a Delaware limited liability company with offices at 3007 St. Paul Street, Baltimore, Maryland 21218 (“AST”) and the Johns Hopkins University, a Maryland not-for-profit corporation having and address at 3400 N. Charles Street, Baltimore, Maryland 21218-2695 (“JHU”).
AMENDED AND RESTATED LICENSE AGREEMENTAmended and Restated License Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”), which is amended and restated as of February 16, 2018, is entered into between Cerevast Medical, Inc., a Delaware corporation (“Cerevast”), and Doheny Eye Institute, a California nonprofit public benefit corporation (“Doheny”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [•], 2023, by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (“Denali”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of Denali (“Holdco”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent” and together with Denali and Holdco, collectively as the “Parties” and individually, each a “Party”).
LICENSE AGREEMENTLicense Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS LICENSE AGREEMENT (“Agreement”) is entered into and effective this 8th day of March 2018, (the “Effective Date”) by and between Transducerworks, LLC (“TW’) having an office located at 2821 Earlystown Rd, Centre Hall, PA 16828, and Cerevast Medical, Inc. (Cerevast) having an office located at 11601 Willows Road NE, Suite 100, Redmond, WA 98052, individually referred to as “Party” and collectively referred to as the “Parties.”
LICENSE AGREEMENTLicense Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
THIS AGREEMENT is made by and between the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences, a public institution of higher education having principal offices at 2404 North University Avenue, Little Rock, Arkansas 72207 United States of America (hereinafter “UNIVERSITY”), and ImaRx Therapeutics, Inc. having a principal place of business at 1635 East 18th Street, Tucson, Arizona 85719 (hereinafter “LICENSEE”).
SECOND AMENDMENT TO LEASE RECITALSLease • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This SECOND AMENDMENT TO LEASE (this "Second Amendment") is made and entered into as of this 12th day of July 2023, by and between Troutdale Terrace Limited Partnership, an Oregon limited partnership ("Landlord"), and Cerevast Medical, Inc., a Delaware corporation ("Tenant").
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY AEGERIA LLC JHU Agreement: # - A19595 LICENSE AGREEMENTLicense Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Aegeria Soft Tissue LLC, a Delaware limited liability company registered to do business in Maryland, having an address at 3007 St. Paul Street, Baltimore, MD 21218 (“Company”), with respect to the following:
Third AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Third Amendment to the Contribution and Exchange Agreement (this “Third Amendment”) is entered into as of August 29, 2023 (the “Amendment Date”) by and among Longevity Biomedical, Inc., a Delaware corporation (“Purchaser”), Novokera, LLC, a Nevada limited liability company (the “Company”), Denali Capital Acquisition Corp., a Cayman Island exempted company with limited liability, Kalakaua LLC, a Nevada limited liability company, Johns Hopkins University, a Maryland corporation (each an “Owner” and together, the “Owners”), and Anthony Lee, as representative of the Owners (the “Owners’ Representative”, and together with the Purchaser, the Company, and the Owners, the “Parties”). Terms used but not otherwise defined in this Third Amendment shall have the meanings set forth in the C&E Agreement (as that term is defined below).
DEFERRED DISCOUNT AGREEMENT November 20, 2023Deferred Discount Agreement • November 20th, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
WHEREAS, the Company and Denali SPAC Holdco, Inc. (“Holdco”) have entered into that certain agreement and plan of merger, dated as of January 25, 2023 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with respect to a Business Combination (the “Transaction”) with Longevity Biomedical, Inc. and certain other parties thereto.
SECOND AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 13th, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Second Amendment to the Contribution and Exchange Agreement (this “Second Amendment”) is entered into as of June 26, 2023 (the “Amendment Date”) by and among Longevity Biomedical, Inc., a Delaware corporation (“Purchaser”), Novokera, LLC, a Nevada limited liability company (the “Company”), Kalakaua LLC, a Nevada limited liability company (“Kalakaua”), Johns Hopkins University, a Maryland corporation (“JHU” and together with the Kalakaua, the “Owners”), and Anthony Lee, as representative of the Owners (the “Owners’ Representative”, and together with Purchaser, the Company, and the Owners, the “Parties”). Terms used but not otherwise defined in this Second Amendment shall have the meanings set forth in the C&E Agreement (as that term is defined below).
ContractLicense Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Ontario
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed
