WARRANT ASSUMPTION AGREEMENT

Exhibit 4.2

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”).

WHEREAS, Xxxxxx and the Warrant Agent are parties to that certain Warrant Agreement dated as of April 6, 2022 (the “Existing Warrant Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Existing Warrant Agreement);

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of January 25, 2023 (as amended to the date hereof, the “Merger Agreement”), by and among Denali Capital Acquisition Corp. (the “Company”), 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, together with Xxxxxx Xxxxxx Sub, the “Merger Subs”), Longevity Biomedical, Inc., a Delaware corporation (“Longevity”), and Xxxxxxxx X. Xxxxx, solely in the capacity as a Seller Representative (the “Seller Representative”), subject to the terms and conditions set forth therein, at the closing of the Transactions (the “Closing”), among other things, (a) Xxxxxx Xxxxxx Sub will merge with and into Denali (the “Denali Merger”), with the Denali as the surviving entity of the Denali Merger and (b) Longevity Merger Sub will merge with and into Longevity (the “Longevity Merger” and together with the Xxxxxx Xxxxxx, the “Mergers”), with Longevity as the surviving company of the Longevity Merger. Following the Mergers, each of Denali and Longevity will be a subsidiary of Holdco, and Holdco will become a publicly traded company and change its name to “Longevity Biomedical, Inc.”;

WHEREAS, pursuant to the terms and conditions set forth in the Merger Agreement, at the effective time of the Denali Merger (the “Denali Merger Effective Time”), by virtue of the Denali Merger and without any further action on the part of any Party hereto or the Registered Holders, Holdco shall assume the Existing Warrant Agreement pursuant to the terms set forth herein;

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that Denali and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holder for the purpose of curing any ambiguity contained in the Existing Warrant Agreement, including to conform the provisions of the Existing Warrant Agreement to the description of the terms of the Warrants, or adding or changing any provisions with respect to matters or questions arising under the Existing Warrant Agreement as Denali and the Warrant Agent may deem necessary or desirable and that Xxxxxx and the Warrant Agent deem shall not adversely affect the interests of the Registered Holders under the Existing Warrant Agreement;

WHEREAS, pursuant to the terms and conditions of each of the Existing Warrant Agreement and the Merger Agreement, at the Denali Merger Effective Time, by virtue of the Denali Merger and without any action on the part of any Registered Holders, each Warrant that is outstanding immediately prior to the Denali Merger Effective Time shall, pursuant to and in accordance with Section 4 of the Existing Warrant Agreement, automatically and irrevocably be modified to provide that such Warrant shall no longer entitle the holder thereof to purchase the number of Ordinary Shares set forth therein and in substitution thereof such Warrant shall entitle the holder thereof to acquire such number of shares of common stock of Holdco, par value $0.0001 per share (“Holdco Common Stock”), per Warrant, subject to adjustments as provided in Section 4 and the last sentence of Section 3.1 of the Existing Warrant Agreement, that such holder would have received pursuant to the terms and conditions of the Existing Warrant Agreement; and

WHEREAS, as a result of this Warrant Assumption Agreement, each Warrant outstanding immediately prior to the Denali Merger Effective Time will be exchanged for a warrant to purchase Holdco Common Stock pursuant to the terms and conditions of the Existing Warrant Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Xxxxxx, Holdco and the Warrant Agent hereby agree as follows:

Assignment and Assumption.

(a) Upon and subject to the occurrence of the Denali Merger Effective Time, Denali hereby assigns, and Holdco hereby assumes, the rights and obligations of Denali under the Existing Warrant Agreement and the Warrants, including the obligation to issue Ordinary Shares upon the exercise of the Warrants, and Holdco hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of Denali under the Existing Warrant Agreement and the Warrants. As a result of the preceding sentence, upon and subject to the occurrence of the Denali Merger Effective Time, each Warrant will be exchanged for a warrant to purchase Holdco Common Stock pursuant to the terms and conditions of the Existing Warrant Agreement.

(b) This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Existing Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the Existing Warrant Agreement or any other document or instrument delivered pursuant to or in connection with it.

Amendment of Existing Warrant Agreement.

(a) Xxxxxx, Holdco, and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2 effective immediately prior to the Denali Merger Effective Time and conditions on the occurrence of the Closing, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the Registered Holders.

(b) All references to “Denali Capital Acquisition Corp., a Cayman Islands exempted company” in the Existing Warrant Agreement (including all Exhibits thereto) shall refer instead to “Longevity Biomedical, Inc., a Delaware corporation.” As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Longevity Biomedical, Inc. or Holdco rather than to Denali Capital Acquisition Corp.

(c) Reference to Ordinary Shares. All references to “Class A ordinary shares” of Denali and “$0.0001 par value” in the Existing Warrant Agreement shall refer instead to “shares of common stock” of Holdco and “with a par value of $0.0001 per share”, respectively. As a result thereof, all references to “Ordinary Shares” in the Existing Warrant Agreement shall be references to Holdco’s Common Stock rather than to Denali’s Class A ordinary shares.

(d) Notice. The address for notices to Denali set forth in Section 9.2 of the Existing Warrant Assumption Agreement is hereby amended in its entirety as follows:

Longevity Biomedical, Inc.

00000 XX 000xx Xxxxxx, Xxxxx 000

Bothell, WA 98011

Attn: Xxxxxxxx X. Xxxxx, President and CEO

with a copy to:

Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP
000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq.

(e) Detachability of Warrants. Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[INTENTIONALLY OMITTED]”

(f) Transfer of Warrants. Section 5.6 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[INTENTIONALLY OMITTED]”

Miscellaneous.

(a) Governing Law and Jurisdiction. The validity, interpretation, and performance of this Warrant Assumption Agreement shall be governed in all respects by the laws of the State of New York. Subject to applicable law, Holdco hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant Assumption Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. Holdco hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

(b) Successors and Binding Effect. This Warrant Assumption Agreement shall be binding upon and inure to the benefit of the Parties hereto and to their respective successors and assigns.

(c) Entire Agreement. This Warrant Assumption Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as expressly set forth in this Warrant Assumption Agreement, provisions of the Existing Warrant Agreement which are not inconsistent with this Warrant Assumption Agreement shall remain in full force and effect. This Warrant Assumption Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

(d) Severability. This Warrant Assumption Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Assumption Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties hereto intend that there shall be added as a part of this Warrant Assumption Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

(e) Headings. The section headings herein are for convenience only and are not part of this Warrant Assumption Agreement and shall not affect the interpretation thereof.

(f) Amendment. This Warrant Assumption Agreement may not be amended, except by an instrument in writing signed by each Party hereto.

(g) Counterparts and Electronic Signatures. This Warrant Assumption Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Warrant Assumption Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Warrant Assumption Agreement or any document to be signed in connection with this Warrant Assumption Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

(h) Termination. If the Merger Agreement is terminated in accordance with its terms before the Denali Merger Effective Time, this Warrant Assumption Agreement shall immediately terminate and cease to have any force or effect, without any liability on the part of any Party hereto, as if this Warrant Assumption Agreement had not been executed and delivered.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties hereto have executed this Warrant Assumption Agreement as of the date first written above.

	DENALI SPAC HOLDCO, INC.

	By:
	Name: Xxxxxxxx (Xxxxx) Xx
	Title: President

	DENALI CAPITAL ACQUISITION CORP.

	By:
	Name: Xxx Xxxxx
	Title: Chief Executive Officer

	VSTOCK TRANSFER, LLC

	By:
	Name: Xxxxx Xxxx
	Title: Compliance Officer

[Signature Page to Warrant Assumption Agreement]

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WARRANT ASSUMPTION AGREEMENT

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