Exhibit 1.1
7,500,000 Units
Denali Capital Acquisition Corp.
UNDERWRITING AGREEMENT
[●], 2022
Denali Capital Acquisition Corp.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
XX Tiger Securities, Inc.
XX Xxxxxx, division of Benchmark Investments, LLC
As Representatives of the Underwriters named on Schedule A
hereto
Ladies and Gentlemen:
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 XX Xxxxxx, division of
Benchmark Investments, LLC (“XX Xxxxxx”, 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:
1.1 Firm
Securities.
1.1.1 Purchase
of Firm Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of
7,500,000 units (the “Firm Units”) of the Company at a purchase price (net of discounts and commissions)
of $9.80 per Firm Unit. The Underwriters agree to purchase from the Company the number of Firm Units set forth opposite their
respective name on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions)
of $9.80 per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to
the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of
one (1) Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”) and
one (1) redeemable warrant (the “Warrant(s)”) to purchase one Ordinary Share. The Ordinary Shares and
the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that
the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement
by the Company of the Representatives’ decision to allow earlier trading, subject, however, to the Company filing a Current
Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance
sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when
such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited
balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited
balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the
issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one
(1) Ordinary Share at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days
after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below),
and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business
Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with,
purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar
business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants,
upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable,
so long as the last sales prices of the Ordinary Shares have been at least $16.50 per share for any twenty (20) trading days within
a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is
given, and provided that there is a current registration statement in effect with respect to the Ordinary Shares underlying such
Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion
of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than
a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.
1.1.2 Payment
and Delivery. Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business
Day following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if
the Registration Statement is declared effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed
upon by the Representatives and the Company at the offices of the Representatives or at such other place as shall be agreed upon
by the Representatives and the Company. The closing of the public offering contemplated by this Agreement is referred to herein
as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to herein
as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’
election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House
funds. $76,500,000, or $10.20 per Firm Unit, of the proceeds received by the Company for the Firm Units and from the Private Placement
(as defined in Section 1.3) shall be deposited in the trust account established by the Company for the benefit of the public
shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of
an Investment Management Trust Agreement (the “Trust Agreement”). The proceeds (less commissions, expense
allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company
upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the
Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of the
Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives
may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives to
examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall
not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all of the Firm Units.
1.1.3 Deferred
Discount. The Underwriters agree that 3.5% of the gross proceeds from the sale of the Firm Units ($2,625,000) and 3.5% of the
gross proceeds from the sale of the Option Units (up to $393,750) (the “Deferred Discount”) will be deposited
in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to Underwriters for their
own account upon consummation of the Business Combination. The Underwriters hereby agree that if no Business Combination is consummated
within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders
of Ordinary Shares included in the Units sold pursuant to this Agreement, (i) the Underwriters will forfeit any rights or claims
to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the
public shareholders on a pro rata basis.
1.2 Over-Allotment
Option.
1.2.1 Option
Units. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units, the
Underwriters are hereby granted, severally and not jointly, an option to purchase up to an additional 1,125,000 units from the
Company (the “Over-allotment Option”). Such additional 1,125,000 units shall be identical in all respects
to the Firm Units and are hereinafter referred to as “Option Units.” The Firm Units and the Option Units
are hereinafter collectively referred to as the “Units,” and the Units, the Ordinary Shares and the Warrants
included in the Units, and the Ordinary Shares issuable upon exercise of the Warrants are hereinafter referred to collectively
as the “Public Securities.” The purchase price to be paid for the Option Units (net of discounts and
commissions) will be $9.80 per Option Unit. The Option Units are to be offered initially to the public at the offering price of
$10.00 per Option Unit.
1.2.2 Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representatives
as to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the Effective Date;
provided that if such date falls on a day that is not a Business Day, the Over-Allotment Option will expire on the next
succeeding Business Day. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of
the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company
from the Representatives, which must be confirmed in writing by overnight mail, e-mail or facsimile transmission setting forth
the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units, which will not
be later than five (5) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and
the Representatives, at the offices of the Representatives or at such other place or in such other manner as shall be agreed upon
by the Company and the Representatives. If such delivery and payment for the Option Units does not occur on the Closing Date, the
date and time of the closing for such Option Units will be as set forth in the notice (hereinafter the “Option Closing
Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters,
and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option
Units specified in such notice.
1.2.3 Payment
and Delivery. Delivery and payment for the Option Units shall be made at 1:00 P.M., New York time, on the Option Closing Date
or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or
at such other place as shall be agreed upon by the Representatives and the Company. Payment for the Option Units shall be made
on the Option Closing Date (or at such earlier time as shall be agreed upon by the Representatives and the Company) at the Representatives’
election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House
funds, by deposit of the sum of $10.20 per Option Unit of the proceeds received by the Company for the Option Units and from the
Private Placement (as defined in Section 1.3) shall be deposited in the Trust Account pursuant to the Trust Agreement upon
delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the Option
Units (or through the facilities of DTC) for the account of the Underwriters. The Option Units shall be registered in such name
or names and in such authorized denominations as the Representatives may request not less than one (1) Business Day prior to the
Option Closing Date and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office
of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior to such Closing Date or Option
Closing Date.
1.3 Private
Placement.
1.3.1 Placement
Units. Simultaneously with the Closing, Denali Capital Global Investments LLC, the sponsor of the Company (the “Sponsor”),
shall purchase from the Company pursuant to the Private Placement Unit Purchase Agreement (as defined in Section 2.23.2
hereof) an aggregate of 480,000 private placement units (the “Placement Units”), at a purchase price
of $10.00 per Placement Unit in a private placement (the “Private Placement”). There will be no
placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of
the Placement Units.
1.3.2 Additional
Placement Units. Simultaneously with the closing of the Over-allotment Option, the Sponsor shall purchase from the Company
in a private placement (the “Additional Private Placement”) pursuant to the Private Placement Unit Purchase
Agreement an additional number of Placement Units (up to a maximum of 45,000 additional Placement Units) (the “Additional
Placement Units”), at a purchase price of $10.00 per Additional Placement Unit. There will be no placement agent
in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the
Additional Placement Units.
1.3.3 Qualified
Independent Underwriter. The Company hereby confirms its engagement of Xxxxx-Xxxxxx Capital Group LLC (“Xxxxx-Xxxxxx”)
and Xxxxx-Xxxxxx hereby confirms its agreement with the Company to render services as a “qualified independent underwriter”
within the meaning of Rule 5121 of the Rules of the Financial Industry Regulatory Authority (“FINRA”)
with respect to the Offering. Xxxxx-Xxxxxx, solely in its capacity as the “qualified independent underwriter” with
respect to the Offering, and not otherwise, is referred to herein as the “QIU.” Xxxxx-Xxxxxx will not
receive any fees for serving as QIU.
1.4 Transfer
Restrictions.
1.4.1 Founder
Shares. US Tiger will not sell, transfer, assign, pledge or hypothecate any Class B ordinary share, par value $0.0001 per
share, of the Company (a “Founder Share”) it receives, or cause the Founder Shares to be the subject
of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the
Founder Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on
the date of commencement of sales of the Offering to anyone other than (i) the Representatives or an underwriter or selected dealer
in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such underwriter or selected
dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.
US Tiger further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.
The Company represents and warrants to the Underwriters as follows:
2.1 Filing
of Registration Statement.
2.1.1 Pursuant
to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”)
a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-263123), including any related preliminary
prospectus, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”),
which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects
with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission
under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions
to such form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement,
as amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial
statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed
to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration
Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement
(or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by
Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the “Prospectus.”
For purposes of this Agreement, “Time of Sale”, as used in the Act, means 4:30 P.M., New York City time,
on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the Preliminary Prospectus
dated [●], 2022, relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of Sale
information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the
terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the additional Units
(a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the
term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other
than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the
Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the
Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under
the Securities Act with the filing of such Rule 462(b) Registration Statement. The Registration Statement has been declared effective
by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representatives have determined
that the Time of Sale Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, and have agreed to provide
an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts,
the Time of Sale Prospectus will be deemed to include any additional information available to purchasers at the time of entry into
the first such new purchase contract.
2.1.2 Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-[●]) providing for the registration
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Ordinary
Shares and the Warrants. The registration of the Units, the Ordinary Shares and Warrants under the Exchange Act has become effective
as provided in Section 12 of the Exchange Act.
2.2 No
Stop Orders, Etc. Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority
has issued any order or threatened to issue any order preventing or suspending the use of any preliminary prospectus or the Prospectus
or any part thereof, or has instituted or, to the best of the Company’s knowledge, threatened to institute any proceedings
with respect to such an order.
2.3 Disclosures
in Registration Statement.
2.3.1 10b-5
Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of
the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and
the Prospectus did or will in all material respects conform to the requirements of the Act and the Regulations. On the Effective
Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus
did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing
Date and the Option Closing Date, if any, did not and will not contain an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements
omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by
the Representatives expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto.
It is understood that the following identified statements set forth in the Prospectus under the heading “Underwriting”
constitute, for the purposes of this Agreement, information furnished by the Representatives with respect to the Underwriters:
(i) the table of underwriters in the first paragraph of “Underwriting (Conflicts of Interest)”, and (ii) the seventeenth
paragraphs under the caption “Underwriting (Conflicts of Interest).”
2.3.2 Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Preliminary Prospectus and the Prospectus
conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in
the Registration Statement, the Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the
Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or
described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is
referred to in the Registration Statement, the Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii)
is material to the Company’s business, has been duly and validly executed by the Company, is in full force and effect in
all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto,
in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be
limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought, and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the
Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s knowledge, no event has
occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the
Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result
in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency
or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation,
those relating to environmental laws and regulations.
2.3.3 Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit
of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s
formation, except as disclosed in the Registration Statement.
2.4 Changes
After Dates in Registration Statement.
2.4.1 No
Material Adverse Change. Except as contemplated in the Prospectus, since the respective dates as of which information is given
in the Registration Statement, the Preliminary Prospectus and/or the Prospectus, except as otherwise specifically stated therein:
(i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company; (ii)
there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; (iii)
no member of the Company’s board of directors or management has resigned from any position with the Company; and (iv) no
event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the
ability of the members of the Company’s board of directors or management to act in their capacities with the Company as described
in the Registration Statement and the Prospectus.
2.4.2 Recent
Securities Transactions, Etc. Except as contemplated in the Prospectus, subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money;
or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
2.5 Independent
Accountants. To the best of the Company’s knowledge, Xxxxxxxx LLP (“Xxxxxxxx”), whose report
is filed with the Commission as part of the Registration Statement and included in the Registration Statement, the Preliminary
Prospectus and the Prospectus, are independent accountants as required by the Act and the Regulations and the Public Company Accounting
Oversight Board (including the rules and regulations promulgated by such entity, the “PCAOB”). To the
best of the Company’s knowledge, Xxxxxxxx is duly registered and in good standing with the PCAOB. Xxxxxxxx has not, during
the periods covered by the financial statements included in the Registration Statement and the Prospectus, provided to the Company
any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.6 Financial
Statements; Statistical Data.
2.6.1 Financial
Statements. The financial statements, including the notes thereto and supporting schedules, included in the Registration Statement,
the Preliminary Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company
at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with generally
accepted accounting principles, consistently applied throughout the periods involved. To the best of the Company’s knowledge,
no other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration
Statement, the Preliminary Prospectus or the Prospectus. The Registration Statement, the Preliminary Prospectus and the Prospectus
disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships
of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s
financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources,
or significant components of revenues or expenses. To the best of the Company’s knowledge, there are no pro forma or as adjusted
financial statements which are required to be included in the Registration Statement and the Prospectus in accordance with Regulation
S-X which have not been included as so required.
2.6.2 Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Preliminary Prospectus
and the Prospectus are based on or derived from sources that the Company reasonably believes are reliable and accurate, and such
data agree with the sources from which they are derived.
2.7 Authorized
Capital; Options, Etc. The Company had at the date or dates indicated in the Registration Statement, the Preliminary Prospectus
and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration
Statement, the Preliminary Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Preliminary
Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except
as set forth in, or contemplated by, the Registration Statement, the Preliminary Prospectus and the Prospectus, on the Effective
Date and on the Closing Date and the Option Closing Date, if any, there will be no options, warrants, or other rights to purchase
or otherwise acquire any authorized, but unissued Ordinary Shares or any security convertible into Ordinary Shares, or any contracts
or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible securities.
2.8 Valid
Issuance of Securities, Etc.
2.8.1 Outstanding
Securities. All issued and outstanding securities of the Company (including, without limitation, the Placement Units and the
Additional Placement Units) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof
have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and
none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company. Such securities conform in all material respects to all statements relating thereto
contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. Subject to the disclosure contained in
the Registration Statement, the Preliminary Prospectus and the Time of Sale Prospectus, all offers and sales of the outstanding
Ordinary Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws
or, based in part on the representations and warranties of the purchasers of such Ordinary Shares, exempt from such registration
requirements.
2.8.2 Securities
Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and, when issued
and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are
not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be
subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company;
and all corporate actions required to be taken for the authorization, issuance and sale of the Public Securities have been duly
and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the
Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.
2.8.3 Placement
Units. The Placement Units and the Additional Placement Units have been duly authorized and reserved for issuance and, when
issued and paid for, will be validly issued, fully paid and non-assessable; the Placement Units and the Additional Placement Units
are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights
granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement
Units and the Additional Placement Units have been duly and validly taken. The Placement Units and the Additional Placement Units
are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of
any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.
2.8.4 No
Integration. Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and the Time of
Sale Prospectus, neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities
which are required to be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public
Securities pursuant to the Registration Statement.
2.9 Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus, no
holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company
have the right to require the Company to register any such securities of the Company under the Act or to include any such securities
in a registration statement to be filed by the Company.
2.10 Validity
and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust
Agreement, the Letter Agreement (as defined in Section 2.23.1 hereof), the Private Placement Unit Purchase Agreement (as
defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.23.3 hereof) have
been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against
the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
2.11 No
Conflicts, Etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust
Agreement, the Letter Agreement, the Private Placement Unit Purchase Agreement and the Registration Rights Agreement, the consummation
by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and
thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach
of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification,
termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of
any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the amended and
restated memorandum and articles of association of the Company; or (iii) violate any existing applicable law, rule, regulation,
judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any
of its properties or business.
2.12 No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of
any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by
which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation
of any material agreement, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or
court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses, except for such violations
which would not reasonably be expected to have a material adverse effect on the Company. The Company is not in violation of any
term or provision of its amended and restated memorandum and articles of association.
2.13 Corporate
Power; Licenses; Consents.
2.13.1 Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business for the purposes described in the Registration Statement, the Preliminary Prospectus and the
Prospectus. To the Company’s knowledge, the disclosures in the Registration Statement and the Prospectus concerning the effects
of federal, state and local regulation on the Offering and the Company’s business purpose as currently contemplated are correct
in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. Since its formation, the Company
has conducted no business and has incurred no liabilities other than in connection with and in furtherance of the Offering.
2.13.2 Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained.
No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid
issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this
Agreement, the Trust Agreement, the Private Placement Unit Purchase Agreement and the Registration Rights Agreement and as contemplated
by the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations promulgated
by FINRA.
2.14 Questionnaires.
To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by the Sponsor and each of the Company’s officers and directors immediately prior to the Offering (collectively
with the Sponsor, the “Insiders”) and provided to the Underwriters is true and correct and the Company
has not become aware of any information which would cause the information disclosed in the questionnaires completed by each Insider
to become inaccurate and incorrect.
2.15 Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the best of the Company’s knowledge, threatened against, or involving the Company or, to the best
of the Company’s knowledge, any Insider which has not been disclosed in the Registration Statement, the Questionnaires, the
Preliminary Prospectus and the Prospectus.
2.16 Good
Standing. The Company has been duly incorporated and is validly existing as an exempted company in good standing under the
laws of the Cayman Islands.
2.17 No
Contemplation of a Business Combination. Prior to the date hereof, neither the Company nor, to the Company’s knowledge,
any of its Insiders had, and as of the Closing, will not have had: (i) any specific Business Combination under consideration or
contemplation; or (ii) any substantive interactions or discussions with any target business regarding a possible Business Combination.
2.18 Transactions
Affecting Disclosure to FINRA.
2.18.1 Except
as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements, letters
of intent, engagement letters or understandings relating to the payment of a finder’s, consulting or origination fee by the
Company or any Initial Shareholder with respect to the sale of the Public Securities hereunder or any other arrangements, agreements
or understandings of the Company or, to the Company’s knowledge, any Initial Shareholder that may affect the Underwriters’
compensation, as determined by the FINRA.
2.18.2 Except
as described in the Preliminary Prospectus and/or the Prospectus, the Company has not made any direct or indirect payments (in
cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such
person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii)
any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member,
within the twelve (12) months prior to the Effective Date, other than payments to the Representatives.
2.18.3 Except
as described in the Preliminary Prospectus and/or the Prospectus and excluding US Tiger and Xxx Xxxxx to the extent that US Tiger
has acquired or will acquire certain founder shares as the designee of Xxx Xxxxx, the CEO of the Company and US Tiger, no officer,
director, or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (whether debt or
equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity
excluding US Tiger and Xxx Xxxxx, a “Company Affiliate”) is a member, or a person associated or affiliated
with a member, of FINRA, except as disclosed in the Questionnaires completed by such officer, director, or beneficial owner of
any class of the Company’s securities and provided to the Underwriters.
2.18.4 Except
as disclosed in the Questionnaires provided to the Representatives or in the Preliminary Prospectus and/or the Prospectus, no Company
Affiliate is an owner of Ordinary Shares or other securities of any member of FINRA (other than securities purchased on the open
market).
2.18.5 No
Company Affiliate has made a subordinated loan to any member of FINRA.
2.18.6 Except
as described in the Preliminary Prospectus and/or the Prospectus, no proceeds from the sale of the Public Securities (excluding
underwriting compensation) or the Placement Units or Additional Placement Units will be paid to any FINRA member, or any persons
associated or affiliated with a member of FINRA.
2.18.7 Except
as described in the Preliminary Prospectus and/or the Prospectus, the Company has not issued any warrants or other securities,
or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as
defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8 Except
as described in the Preliminary Prospectus and/or the Prospectus, no person to whom securities of the Company have been privately
issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation
or association with any member of the FINRA.
2.18.9 Except
as described in the Preliminary Prospectus and/or the Prospectus, no FINRA member intending to participate in the Offering has
a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and
its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated
debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering”
include managing agents, syndicate group members and all dealers which are members of the FINRA.
2.18.10 Except
with respect to the Representatives in connection with the Offering or as described in the Preliminary Prospectus and/or the Prospectus,
the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other
type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement
or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from
the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the
Offering and any related persons.
2.19 Foreign
Corrupt Practices Act. Neither the Company nor any of the Insiders or any other person acting on behalf of the Company has,
directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers
in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee
of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office
(domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may
be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction)
that: (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii)
if not given in the past, might have had a material adverse effect on the assets, business or operations of the Company as reflected
in any of the financial statements contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus; or
(iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company. The
Company’s internal accounting controls and procedures are sufficient to cause the Company to comply with the Foreign Corrupt
Practices Act of 1977, as amended.
2.20 USA
PATRIOT Act. Neither the Company nor, to the Company’s knowledge, any Insider has violated: (i) the Bank Secrecy Act,
as amended; (ii) the Money Laundering Control Act of 1986, as amended; or (iii) the Uniting and Strengthening of America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated
under any such law, or any successor law.
2.21 Officer’s
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representatives or to
the Representatives’ counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.
2.22 Warrant
Agreement. The Company has entered into a warrant agreement with respect to the Warrants with VStock Transfer LLC, substantially
in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”).
2.23 Agreements
With Officers, Directors and Initial Shareholders.
2.23.1 Insider
Letter Agreement. The Company has executed and delivered the letter agreement (the “Letter Agreement”),
pursuant to which each of the Insiders and Representatives (collectively, the “Initial Shareholders”)
agrees to certain matters, including but not limited to, certain matters described as being agreed to by them under the “Proposed
Business” section of the Prospectus.
2.23.2 Private
Placement Unit Purchase Agreements. The Company has executed and delivered to the Sponsor a certain private placement unit
purchase agreement, respectively, the form of which is filed as an exhibit to the Registration Statement (collectively, the “Private
Placement Unit Purchase Agreements”), pursuant to which the Sponsor, among other things, agreed to purchase an aggregate
of 480,000 Placement Units in the Private Placement (and up to an additional 45,000 Additional Placement Units in the Additional
Private Placement if the Over-allotment Option is exercised in full). All of the proceeds from the sale of the Placement Units
and Additional Placement Units, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the
Trust Agreement prior to the Closing.
2.23.3 Registration
Rights Agreement. The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration
Rights Agreement”) substantially in the form filed as an exhibit to the Registration Statement, whereby the parties
will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement
and described more fully in the Registration Statement.
2.24 Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering,
the Private Placement and the Additional Private Placement, if any, substantially in the form filed as an exhibit to the Registration
Statement.
2.25 [Reserved].
2.26 Covenants
Not to Compete. To the Company’s knowledge, no Initial Shareholder, officer or director of the Company is subject to
any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his,
her or its ability to be an Initial Shareholder, employee, officer or director of the Company.
2.27 Investments.
The Company is not, and after giving effect to the offering and sale of the Units and the application of the proceeds therefrom
as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, will not be an “investment company”
as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
2.28 Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
business entity.
2.29 Related
Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate,
on the one hand, and any director, officer, shareholder, customer or supplier of the Company or any Company Affiliate, on the other
hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Preliminary
Prospectus and/or the Prospectus which is not so described and described as required. There are no outstanding loans, advances
(except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company
to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed
in the Registration Statement, the Preliminary Prospectus and/or the Prospectus. The Company has not extended or maintained credit,
arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director
or officer of the Company.
2.30 No
Influence. The Company has not offered, or caused the Underwriters to offer, the Units to any person or entity with the intention
of unlawfully influencing: (i) a customer or supplier of the Company or any Company Affiliate to alter the customer’s or
supplier’s level or type of business with the Company or such affiliate; or (ii) a journalist or publication to write or
publish favorable information about the Company or any such affiliate.
2.31 Trading
of the Public Securities on the Nasdaq Global Market. As of the Effective Date and the Closing Date, the Public Securities
will have been authorized for listing on the Nasdaq Global Market, subject only to official notice of issuance and evidence of
satisfactory distribution. No proceedings have been instituted or threatened which would affect, and no event or circumstance has
occurred as of the Effective Date which is reasonably likely to affect, the listing of the Public Securities on the Nasdaq Global
Market.
2.32 Definition
of “Knowledge”. As used in this Agreement, the term “knowledge of the Company” (or similar language)
shall mean the knowledge of the officers and directors of the Company who are named in the Prospectus, with the assumption that
such officers and directors shall have made reasonable and diligent inquiry of the matters presented.
2.33 Emerging
Growth Company. From the time of the initial filing of the Registration Statement with the Commission (or, if earlier, the
first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters
Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section
2(a) of the Securities Act (an “Emerging Growth Company”).
2.34 Free-Writing
Prospectus and Testing-the-Waters.
2.34.1 The
Company has not made any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined
in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405. The
Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent
of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions
that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized anyone to engage in Testing-the-Waters
Communications other than its officers and the Representatives and individuals engaged by the Representatives. The Company has
not distributed any Written Testing-the-Waters Communications other than those listed on Schedule C hereto. “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section
5(d) of the Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication
that is a written communication within the meaning of Rule 405 under the Securities Act.
2.34.2 No
Written Testing-the-Waters Communication, as of the Time of Sale, when taken together with the Time of Sale Prospectus, included
an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided that no representation or
warranty is made as to information included in or omitted from such Written Testing-the-Waters Communication listed on Schedule
C hereto in reliance upon and in conformity with written information furnished to the Company through the Representatives
by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 2.3.1.
Each Written Testing-the-Waters Communications did not, as of the Time of Sale, and at all times through the completion of the
public offer and sale of the Units will not, include any information that conflicted, conflicts or will conflict with the information
contained in the Registration Statement, the Preliminary Prospectus or the Prospectus.
3.1 Amendments
to Registration Statement. The Company will deliver to the Representatives, prior to filing, any amendment or supplement to
the Registration Statement or Prospectus proposed to be filed after the Effective Date and will not file any such amendment or
supplement to which the Representatives shall reasonably object in writing.
3.2 Federal
Securities Laws.
3.2.1 Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use all reasonable efforts to comply
with all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under the Exchange
Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities
in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the
Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or if it is necessary during such period to amend the Registration
Statement or amend or supplement the Prospectus to comply with the Act, the Company will notify the Representatives promptly and
prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment to the Registration Statement
or amendment or supplement to the Prospectus (at the expense of the Company) so as to correct such statement or omission or effect
such compliance.
3.2.2 Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representatives) with
the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3 Exchange
Act Registration. For a period of five (5) years from the Effective Date, or until such earlier time upon which the Company
is required to be liquidated, the Company will use its best efforts to maintain the registration of the Units, Ordinary Shares
and Warrants under the provisions of the Exchange Act. The Company will not deregister the Units, Ordinary Shares and Warrants
under the Exchange Act without the prior written consent of the Representatives.
3.2.4 Xxxxxxxx-Xxxxx
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter
maintain material compliance with each applicable provision of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations
promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity
or agency with jurisdiction over the Company.
3.2.5 Blue
Sky Filing. Unless the Public Securities are listed on the Nasdaq Global Market or another national securities exchange, the
Company, at its expense, will endeavor in good faith, in cooperation with the Representatives, at or prior to the time the Registration
Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions
as the Representatives may reasonably designate, provided that no such qualification shall be required in any jurisdiction
where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation
doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless
the Representatives agree that such action is not at the time necessary or advisable, use all reasonable efforts to file and make
such statements or reports at such times as are or may be required by the laws of such jurisdiction.
3.2.6 Delivery
to Underwriters of Prospectuses. The Company will deliver to each of the several Underwriters, without charge, from time to
time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act such number of copies
of each preliminary prospectus and the Prospectus and all amendments and supplements to such documents as such Underwriters may
reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver
to the Representatives two original executed Registration Statements, including exhibits, and all post-effective amendments thereto
and copies of all exhibits filed therewith or incorporated therein by reference and all original executed consents of certified
experts.
3.3 Effectiveness
and Events Requiring Notice to the Representatives. The Company will use its best efforts to cause the Registration Statement
to remain effective and will notify the Representatives immediately and confirm the notice in writing of: (i) the effectiveness
of the Registration Statement and any amendment thereto; (ii) the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any preliminary prospectus
or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) the issuance by any state
securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale
in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) the mailing and delivery
to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) the receipt of any
comments or request for any additional information from the Commission; and (vi) the happening of any event during the period described
in Section 3.4 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration
Statement, the Preliminary Prospectus and/or the Prospectus untrue or that requires the making of any changes in the Registration
Statement, the Preliminary Prospectus and/or the Prospectus in order to make the statements therein (with respect to the Preliminary
Prospectus and the Prospectus, in the light of the circumstances under which they were made), not misleading. If the Commission
or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every
reasonable effort to obtain promptly the lifting of such order.
3.4 Review
of Financial Statements. For the period ending five (5) years from the Effective Date, or until such earlier date upon which
the Company is required to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified
public accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters
prior to the announcement or filing of quarterly financial information, if any.
3.5 Affiliated
Transactions.
3.5.1 Business
Combinations. The Company will not consummate a Business Combination with any entity which is affiliated with the Sponsor or
any of the Company’s officers and directors unless the Company obtains an opinion from an independent investment banking
firm or another independent firm that commonly renders valuation opinions stating that the Business Combination is fair to the
Company’s shareholder from a financial perspective.
3.5.2 Compensation.
Except as described in the Registration Statement, the Company shall not pay the Sponsor or any of the Company’s officers
and directors or any of their affiliates any fees or compensation from the Company for services rendered to the Company prior to,
or in connection with, the Offering or the consummation of a Business Combination.
3.6 Secondary
Market Trading. In the event the Public Securities are not listed on the Nasdaq Global Market or another national securities
exchange, the Company will (i) apply to be included in Mergent, Inc. Manual for a period of five (5) years from the consummation
of a Business Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a secondary market trading
exemption for the Company’s securities in such jurisdictions as reasonably requested by the Representatives, and (iii) take
such other action as may be reasonably requested by the Representatives to obtain a secondary market trading exemption in such
other states as may be requested by the Representatives; provided that no qualification shall be required in any jurisdiction
where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign entity doing
business in such jurisdiction.
3.7 Reports
to the Representatives.
3.7.1 Periodic
Reports, Etc. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required
to be liquidated, the Company will, to the extent such information or documents are not otherwise publicly available, upon written
request from the Representatives, furnish to the Representatives and its counsel copies of such financial statements and other
periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities, and
promptly furnish to the Representatives: (i) a copy of each periodic report the Company shall be required to file with the Commission;
(ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released
by the Company; (iii) a copy of each Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five
(5) copies of each Registration Statement; and (v) such additional documents and information with respect to the Company and the
affairs of any future subsidiaries of the Company as the Representatives may from time to time reasonably request; provided
that the Representatives shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which
is reasonably acceptable to the Representatives and their counsel in connection with the Representatives’ receipt of such
information. Documents filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“XXXXX”)
System shall be deemed to have been delivered to the Representatives pursuant to this section.
3.7.2 Transfer
Sheets. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is required
to be liquidated, the Company shall retain a transfer and warrant agent acceptable to the Representatives (the “Transfer
Agent”). In the event the Public Securities are not listed on the Nasdaq Global Market or another national securities
exchange, the Company will furnish to the Underwriters at the Company’s sole cost and expense such transfer sheets of the
Company’s securities as the Representatives may request, including the daily and monthly consolidated transfer sheets of
the Transfer Agent and DTC. VStock Transfer LLC is an acceptable Transfer Agent to the Representatives.
3.7.3 Trading
Reports. If the Public Securities are quoted on the OTC Bulletin Board (or any successor trading market) or a market operated
by the OTC Market Group Inc. (or similar publisher of quotations), then during such time the Company shall provide to the Representatives,
at its expense, such reports published by the OTC Bulletin Board or the OTC Market Group Inc. relating to price trading of the
Public Securities as the Representatives shall reasonably request. In addition to the requirements of the preceding sentence, for
a period of two (2) years from the Closing Date or until such earlier time upon which the Company is required to be liquidated,
the Company, at its expense, shall provide Representatives a subscription to the Company’s weekly Depository Transfer Company
Security Position Reports.
3.8 Payment
of Expenses.
3.8.1 General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date,
if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company
under this Agreement, including, but not limited to: (i) the Company’s legal and accounting fees and disbursements; (ii)
the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering the Registration
Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments
and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof
or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving,
issuance and delivery of the Units, the Ordinary Shares and the Warrants included in the Units, including any transfer or other
taxes payable thereon; (iv) the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified
by Representatives, and fees and disbursements for counsel of Representatives’ choice retained for such purpose; (v) filing
fees (including SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering
the Offering; (vi) fees and expenses incurred in registering the Offering with the FINRA; (vii) fees and disbursements of the registrar
and transfer and warrant agent; (viii) the Company’s expenses associated with “due diligence” meetings arranged
by the Representatives (none of which will be received or paid on behalf of an “underwriter and related person” as
such term is defined in Rule 5110 of FINRA’s Rules); (ix) all costs and expenses associated with “road show”
marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including
without limitation, all travel, food and lodging expenses associated with such trips; (x) up to $100,000 for certain of the Underwriters’
expenses relating to the offering, including costs and expenses; (xi) all reasonable costs and expenses related to the Representatives’
road show; (xii) all of Representatives’ legal expenses; and (xiii) all other reasonable costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.8.1; provided,
however, that all such costs and expenses pursuant to this Section 3.8.1 and otherwise which are incurred by the Underwriters
shall not exceed $100,000 in the aggregate (less any advances against out-of-pocket expenses, which shall be reimbursable to the
extent such out-of-pocket expenses are not actually incurred). The Representatives may deduct from the net proceeds of the Offering
payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above to be paid
by the Company to the Representatives and others, as agreed to by the Company in writing.
3.8.2 Fee
on Termination of Offering. Notwithstanding anything contained herein to the contrary, upon termination of the Offering, the
Company shall: (A) pay and bear the expenses and fees to be paid and borne by the Company as provided for in Section 3.8.1
above, and (B) reimburse the Representatives for the full amount of its accountable out-of-pocket expenses actually incurred to
such date (which shall include, but shall not be limited to, all fees and disbursements of the Representatives’ counsel,
travel, lodging and other “road show” expenses, mailing, printing and reproduction expenses, and any expenses incurred
by the Representatives in conducting their due diligence, including background checks of the Company’s officers and directors),
up to an aggregate amount of $100,000, less the amounts previously paid and any amounts previously paid to the Representatives
in reimbursement for such expenses. If applicable, the Representatives shall refund to the Company any portion of any advance previously
received by the Representatives which is in excess of the accountable out-of-pocket expenses actually incurred to such date by
the Representatives.
3.9 Application
of Net Proceeds. The Company will apply the net proceeds from the Offering and the Private Placement received by it in a manner
consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.10 Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first (1st) day of the fifteenth (15th) full calendar month following the Effective Date, an earnings statement
(which need not be certified by independent public or independent certified public accountants unless required by the Act or the
Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least
twelve (12) consecutive months beginning after the Effective Date.
3.11 Notice
to FINRA.
3.11.1 Business
Combination. In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the
Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide
the following to the Representatives prior to the consummation of the Business Combination: (i) complete details of all services
and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and
acquisition services should not be considered an “underwriter and related person” (as such term is defined in Rule
5110 of FINRA’s Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or
potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business
Combination.
3.11.2 Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise
become a member of FINRA, it shall promptly notify FINRA.
3.12 Stabilization.
Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representatives)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Units.
3.13 Internal
Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles
and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general
or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
3.14 Accountants.
For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain Xxxxxxxx or other firm of independent public accountants that is qualified under the PCAOB.
3.15 Form
8-K. The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of
the Company as of the Closing Date (the “Audited Financial Statements”) reflecting the receipt by the
Company of the proceeds of the Offering and the Private Placement, as well as the proceeds from the exercise of the Over-allotment
Option if such exercise has occurred on the date of the Prospectus. No later than four (4) Business Days after the Closing Date,
the Company will file a Current Report on Form 8-K with the Commission, which Current Report on Form 8-K shall contain the Audited
Financial Statements.
3.16 FINRA.
Except as disclosed in the Registration Statement, the Company shall advise FINRA if it is aware that any 10% or greater shareholder
of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Company’s
Public Securities.
3.17 Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and
the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
3.18 Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only in “government
securities” with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise
conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company
consummates a Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding
or trading securities.
3.19 Business
Combination Announcement. Within four (4) Business Days following the consummation by the Company of a Business Combination,
the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a global
press release service announcing the consummation of the Business Combination and indicating that the Representatives was one of
the co-managing underwriters in the Offering and also indicating the name and location of any other financial advisors engaged
by the Company as a merger and acquisitions advisor. The Company shall supply the Representatives with a draft of the Business
Combination Announcement and provide the Representatives with a reasonable advance opportunity to comment thereon. The Company
will not issue the Business Combination Announcement without the final approval of the Representatives, which approval will not
be unreasonably withheld.
3.20 Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without Representatives’
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Effective Date.
3.21 Electronic
Prospectus. The Company shall cause to be prepared and delivered to each Representative, at each such Representative’s
expense, within one (1) Business Day from the Effective Date, an Electronic Prospectus to be used by the Underwriters in connection
with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or
supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory
to the Representatives, that may be transmitted electronically by the other Underwriters to offerees and purchasers of the Units
for at least the period during which a Prospectus relating to the Units is required to be delivered under the Act; (ii) it shall
disclose the same information as the paper prospectus and the prospectus filed pursuant to XXXXX, except to the extent that graphic
and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the
electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate;
and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that
will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge
to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby
confirms that it has included or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in
the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor
or his or her representative within the period when a prospectus relating to the Units is required to be delivered under the Securities
Act, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.
3.22 Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which
are issuable upon exercise of the Warrants outstanding from time to time.
3.23 Private
Placement Proceeds. On or prior to the Closing, the Company shall deposit all of the proceeds from the Private Placement in
the Trust Account and shall provide the Representatives with evidence of the same.
3.24 No
Amendment to Memorandum and Articles of Association.
3.24.1 Prior
to the closing of a Business Combination, the Company covenants and agrees it will not seek to amend or modify its amended and
restated memorandum and articles of association without the prior approval of its Board of Directors and the affirmative vote of
at least a majority of the voting power of the Ordinary Shares.
3.24.2 The
Company acknowledges that the purchasers of the Firm Units and the Option Units in this Offering shall be deemed to be third party
beneficiaries of this Section 3.24.
3.24.3 The
Representatives and the Company specifically agree that this Section 3.24 shall not be modified or amended in any way without
the approval of at least a majority of the voting power of the Ordinary Shares.
3.25 Listing
on the Nasdaq Global Market. The Company will use commercially reasonable efforts to maintain the listing of the Public Securities
on the Nasdaq Global Market or another national securities exchange until the earlier of five (5) years from the Effective Date
or until the Public Securities are no longer registered under the Exchange Act.
3.26 Written
Testing-the-Waters Communications. If at any time following the distribution of any Written Testing-the-Waters Communication
there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or
would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made at that subsequent time, not misleading, the
Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters
Communication to eliminate or correct such untrue statement or omission. The Company will promptly notify the Representatives of
(i) any distribution by the Company of Written Testing-the-Waters Communications and (ii) any request by the Commission for information
concerning the Written Testing-the-Waters Communications.
3.27 Deferred
Discount; Initial Business Combination. Upon the consummation of the initial Business Combination, the Company will direct
the trustee under the Trust Agreement to pay the Underwriters the Deferred Discount out of the proceeds of the Offering held in
the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in
the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within
twelve (12) months (or up to eighteen (18) months from the closing of the Offering, if the Company extends the period of time to
consummate the initial Business Combination, as described in more detail in the Prospectus) (or later if the public shareholders
approve an amendment to the Company’s amended and restated memorandum and articles of association extending such deadline),
the Deferred Discount will not be paid to the Underwriters and will, instead, be included in the distribution of the proceeds held
in the Trust Account made to the public shareholders upon the liquidation of the Company. In connection with any such liquidation,
the Underwriters forfeit any rights or claims to the Deferred Discount.
4. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Units, as provided
herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof
and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following
conditions:
4.1 Regulatory
Matters.
4.1.1 Effectiveness
of Registration Statement. The Registration Statement shall have become effective, and, at each of the Closing Date and the
Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings
for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of
the Commission for additional information shall have been complied with to the reasonable satisfaction of Winston & Xxxxxx
LLP.
4.1.2 FINRA
Clearance. By the Effective Date, the Representatives shall have received a notice of no objection from FINRA as to the terms
and arrangements for acting as, and the amount of compensation allowable or payable to, the Underwriters as described in the Registration
Statement.
4.1.3 No
Commission Stop Order. At each of the Closing Date and the Option Closing Date, the Commission has not issued any order or
threatened to issue any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any part thereof,
and has not instituted or threatened to institute any proceedings with respect to such an order.
4.1.4 No
Blue Sky Stop Orders. No order suspending the sale of the Units in any jurisdiction designated by the Representatives pursuant
to Section 3.3 hereof shall have been issued on either the Closing Date or the Option Closing Date, and no proceedings for
that purpose shall have been instituted or shall be contemplated.
4.1.5 The
Nasdaq Global Market. By the Effective Date, the Public Securities shall have been approved for trading on the Nasdaq Global
Market, subject to official notice of issuance and evidence of satisfactory distribution.
4.2 Counsel
Matters.
4.2.1 Closing
Date Opinion of Xxxxxx and Calder. On the Closing Date, the Representative shall have received an opinion of Xxxxxx and Xxxxxx
(“Xxxxxx”), Cayman Islands counsel for the Company, dated the Closing Date, addressed to the Representatives,
in form and substance reasonably satisfactory for the Representative.
4.2.2 Closing
Date Opinion of Company Counsel. On the Closing Date, the Representatives shall have received an opinion of Sidley Austin LLP
(“Sidley”), counsel for the Company, dated the Closing Date, addressed to the Representatives, in form
and substance reasonably satisfactory for the Representatives. Each opinion of counsel shall further include a statement (a “Negative
Assurance Letter”) to the effect that such counsel has participated in conferences with officers and other representatives
of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at
which the contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus and related matters were discussed
and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness
of the statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (except as otherwise
set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration
Statement, as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, or the Prospectus or any amendment or
supplement thereto, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood
that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial,
statistical and accounting data included in the Registration Statement, the Time of Sale Prospectus or the Prospectus).
4.2.3 Option
Closing Date Opinion of Xxxxxx and Xxxxxx. On each Option Closing Date, if any, the Representative shall have received an opinion
of Xxxxxx, Cayman Islands counsel for the Company, dated the Closing Date, addressed to the Representative, in form and substance
reasonably satisfactory for the Representative.
4.2.4 Option
Closing Date Opinion of Company Counsel. On each Option Closing Date, if any, the Representatives shall have received an opinion
of Sidley, dated each Option Closing Date, addressed to the Representatives and in form and substance reasonably satisfactory to
counsel to the Representatives, confirming, as of each Option Closing Date, the statements made by Sidley in its opinion and in
the Negative Assurance Letter delivered on the Closing Date.
4.2.5 Closing
Date Opinion of Underwriters’ Counsel. On the Closing Date, the Representatives shall have received the favorable opinions
of Winston & Xxxxxx LLP (“Winston”), counsel to the Underwriters, dated the Closing Date, addressed
to the Representatives and the other Underwriters and in form and substance reasonably satisfactory to the Representatives. Each
opinion of counsel shall further include a Negative Assurance Letter.
4.2.6 Option
Closing Date Opinion of Underwriters’ Counsel. On each Option Closing Date, if any, the Representatives shall have received
the favorable opinion of Winston, dated each Option Closing Date, addressed to the Representatives and in form and substance reasonably
satisfactory to the Representatives, confirming, as of each Option Closing Date, the statements made by Winston in its opinion
and in the Negative Assurance Letter delivered on the Closing Date.
4.2.7 Reliance.
In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the
United States and jurisdictions in which they are admitted, upon an opinion or opinions (in form and substance reasonably satisfactory
to the Representatives) of other counsel reasonably acceptable to the Representatives, familiar with the applicable laws; and (ii)
as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and
officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing
of the Company, provided that copies of any such statements or certificates shall be delivered to the Underwriters’
counsel if requested.
4.3 Cold
Comfort Letter. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any,
the Representatives shall have received a letter, addressed to the Representatives and in form and substance satisfactory in all
respects (including the nature of the changes or decreases, if any, referred to in subsection 4.3.3 below) to the Representatives
from Xxxxxxxx dated, respectively, as of the date of this Agreement and as of the Closing Date and the Option Closing Date, if
any:
4.3.1 Confirming
that they are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the
applicable Regulations;
4.3.2 Stating
that in their opinion the financial statements of the Company included in the Registration Statement, the Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations
thereunder;
4.3.3 Stating
that, on the basis of limited procedures which included a reading of the latest available minutes of the shareholders and board
of directors and the various committees of the board of directors, consultations with officers and other employees of the Company
responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention
which would lead them to believe that: (a) at a date not later than five (5) days prior to the Effective Date, the Closing Date
or the Option Closing Date, as the case may be, there was any change in the capital stock or long-term debt of the Company, or
any decrease in the shareholders’ equity of the Company, as compared with amounts shown in the February 7, 2022 balance sheet
included in the Registration Statement, the Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated
by the Registration Statement, the Preliminary Prospectus and the Prospectus, or, if there was any decrease, setting forth the
amount of such decrease; and (b) during the period from February 7, 2022 (balance sheet date) to a specified date not later than
five (5) days prior to the Effective Date, the Closing Date or the Option Closing Date, as the case may be, there was any decrease
in net earnings or net earnings per share, in each case as compared with the Statement of Operations for the period from January
5, 2022 (inception) through February 7, 2022 included in the Registration Statement and the Prospectus, or, if there was any such
decrease, setting forth the amount of such decrease;
4.3.4 Stating
they have compared specific dollar amounts, numbers of shares, percentages of earnings, statements and other financial information
pertaining to the Company set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus in each case to
the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records,
including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results
obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute
an examination in accordance with the standards of the PCAOB) set forth in the letter and found them to be in agreement; and
4.3.5 Statements
as to such other matters incident to the transaction contemplated hereby as the Representatives may reasonably request.
4.4 Officers’
Certificates.
4.4.1 Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representatives shall have received a certificate
of the Company signed by a Co-Chief Executive Officer or Chief Financial Officer of the Company, dated the Closing Date or the
Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied
with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date,
or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied
as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties
of the Company set forth in Section 2 hereof are true and correct. In addition, the Representatives will have received such
other and further certificates of officers of the Company as the Representatives may reasonably request.
4.4.2 Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representatives shall have received a certificate
of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date,
as the case may be, certifying: (i) that the amended and restated memorandum and articles of association of the Company filed as
an exhibit to the Registration Statement are true and complete, have not been modified and are in full force and effect; (ii) that
the resolutions relating to the Offering are in full force and effect and have not been modified; (iii) all correspondence between
the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred
to in such certificate shall be attached to such certificate.
4.5 No
Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any there shall have been no material
adverse change or development that is likely to result in a material adverse change in the condition or prospects or the business
activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration
Statement and the Prospectus.
4.6 Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Trust
Agreement, the Warrant Agreement, the Letter Agreement, the Private Placement Unit Purchase Agreement and the Registration Rights
Agreement.
5.1 Indemnification
of Underwriters.
5.1.1 General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and each
dealer selected by the Representatives that participate in the offer and sale of the Units (each a “Selected Dealer”)
and each of their respective directors, officers and employees and each person, if any, who controls any such Underwriter (“Controlling
Person”) within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all loss,
liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred
in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising
out of any action between any of the Underwriters and the Company or between any of the Underwriters and any third party or otherwise)
to which they or any of them may become subject under the Act, the Exchange Act or any other federal, state or local statute, law,
rule, regulation or ordinance or at common law or otherwise or under the laws, rules and regulation of foreign countries, arising
out of or based upon any untrue statement or alleged untrue statement of a material fact contained in: (i) any Preliminary Prospectus,
the Registration Statement, or the Prospectus (as from time to time each may be amended and supplemented); or (ii) any application
or other document or written communication (in this Section 5, collectively called “Application”)
executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the
Units under the securities laws thereof or filed with the Commission, any state securities commission or agency, the Nasdaq Stock
Market or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless
such statement or omission was made in reliance upon and in conformity with written information furnished to the Company with respect
to an Underwriter by or on behalf of such Underwriter expressly for use in any preliminary prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereof. With respect to any untrue statement or omission or alleged untrue statement
or omission made in any preliminary prospectus, the indemnity agreement contained in this paragraph shall not inure to the benefit
of any Underwriter to the extent that any loss, liability, claim, damage or expense of such Underwriter results from the fact that
a copy of the Prospectus was not given or sent to the person asserting any such loss, liability, claim or damage at or prior to
the written confirmation of sale of the Public Securities to such person as required by the Act and the Regulations, and if the
untrue statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of
non-compliance by the Company with its obligations under Section 3.2 hereof. The Company agrees to promptly notify the Representatives
of the commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons
in connection with the issue and sale of the Public Securities or in connection with the Preliminary Prospectus, the Registration
Statement, or the Prospectus. For purposes of this Section 5, the term Underwriter or Underwriters shall refer to each Underwriter
whether acting as an underwriter or as a qualified independent underwriter. The Company agrees to advance, or at the option of
the Underwriter or Controlling Person reimburse, each Underwriter or Controlling Person for all expenses as they are incurred in
connection with such person’s enforcement of his, her or its rights under this Agreement.
5.1.2 Procedure.
If any action is brought against an Underwriter or Controlling Person in respect of which indemnity may be sought against the Company
pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action
and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable
approval of such Underwriter) and payment of actual expenses. Such Underwriter or Controlling Person shall have the right to employ
its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter
or such Controlling Person unless: (i) the employment of such counsel at the expense of the Company shall have been authorized
in writing by the Company in connection with the defense of such action; (ii) the Company shall not have employed counsel to have
charge of the defense of such action; or (iii) such indemnified party or parties shall have reasonably concluded that there may
be defenses available to it or them which are different from or additional to those available to the Company (in which case the
Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of
which events the reasonable fees and expenses of not more than one additional firm (together with local counsel) of attorneys selected
by the Underwriter and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained
herein, if the Underwriter or Controlling Person shall assume the defense of such action as provided above, the Company shall have
the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld. The advancement
and reimbursement obligations of the Company required hereby regarding expenses shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as every expense is incurred and is due and payable, and in such amounts
as fully pay each and every expense as it is incurred (and in no event later than ten (10) days following the date of any invoice
therefor).
5.2 Indemnification
of the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company
agrees to indemnify and hold harmless Xxxxx-Xxxxxx, in its capacity as the QIU, its directors, officers, agents, partners, members
and employees and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred,
arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of
Rule 5121 of the Rules of FINRA) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each
such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending,
settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however,
that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results
from the gross negligence or willful misconduct of the QIU. Notwithstanding the indemnification set forth in this Section 5.2,
Xxxxx-Xxxxxx will undertake liability under Section 11 of the Exchange Act for acting as a qualified independent underwriter in
connection with this Offering in compliance with FINRA Rule 5121(f)(12)(C).
5.3 Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the
several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions
made in any preliminary prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in
any Application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to
such Underwriter by or on behalf of the Underwriter expressly for use in such preliminary prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereto or in any such Application, which furnished written information, it is
expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. In case any action
shall be brought against the Company or any other person so indemnified based on any preliminary prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereto or any Application, and in respect of which indemnity may be sought against
any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person
so indemnified shall have the rights and duties given to the several Underwriters, by the provisions of Section 5.1.2.
5.4 Contribution.
5.4.1 Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled
to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial
of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section
5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required
on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in
each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses
of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions
that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on
the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance;
provided that no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions
of this Section 5.4.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total
price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount
of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages
and expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable,
and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act
shall have the same rights to contribution as the Underwriters or the Company, as applicable.
5.4.2 Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another
party (“Contributing Party”), notify the Contributing Party of the commencement thereof, but the omission to
so notify the Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a Contributing Party
or its representative of the commencement thereof within the aforesaid fifteen (15) days, the Contributing Party will be entitled
to participate therein with the notifying party and any other Contributing Party similarly notified. Any such Contributing Party
shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding effected
by such party seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking
contribution without the written consent of such Contributing Party. The contribution provisions contained in this Section are
intended to supersede, to the extent permitted by law, any right to contribution under the Act, the Exchange Act or otherwise available.
The Underwriters’ obligations to contribute pursuant to this Section 5.4 are several and not joint.
6.1 Default
Not Exceeding 10% of Firm Units or Option Units. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the
Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm
Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the
default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default
Exceeding 10% of Firm Units or Option Units. In the event that the default addressed in Section 6.1 above relates to
more than 10% of the Firm Units or Option Units, each Representative may in its discretion arrange for itself or for another party
or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If, within
one (1) Business Day after such default relating to more than 10% of the Firm Units or Option Units, the Representatives do not
arrange for the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one (1)
Business Day within which to procure another party or parties satisfactory to the Company and the Representatives to purchase said
Firm Units or Option Units on such terms. In the event the Representatives do not arrange for the purchase of the Firm Units or
Option Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Company without
liability on the part of the Company (except as provided in Sections 3.8 and 5 hereof) or the several Underwriters (except
as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option
Units, this Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve a
defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by
its default hereunder.
6.3 Postponement
of Closing Date. In the event the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the
right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business
Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly
any amendment to, or to supplement, the Registration Statement, the Preliminary Prospectus and/or the Prospectus, as the case may
be, that in the opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used
in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been
a party to this Agreement with respect to such Securities.
7.1 Additional
Shares or Options. The Company hereby agrees that until the Company consummates a Business Combination, it shall not issue
any Ordinary Shares or any options or other securities convertible into Ordinary Shares, or any class of shares, in each case,
that participate in any manner in the Trust Account or which vote as a class with the Ordinary Shares on a Business Combination.
7.2 Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any
operating business or businesses which the Company seeks to acquire (each, a “Target Business”) unless
and until such Target Business acknowledges in writing, whether through a letter of intent, memorandum of understanding or other
similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i)
it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $76,500,000
(or $87,975,000 if the Over-allotment Option is exercised in full) for the benefit of the public shareholders, and that (ii) for
and in consideration of the Company agreeing to evaluate such Target Business for purposes of consummating a Business Combination
with it, such Target Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies
of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any
reason whatsoever. The Company further agrees that it will use its best efforts, prior to obtaining the services of any vendor,
to obtain a written acknowledgment from such vendor, whether through a letter of intent, memorandum of understanding or other similar
document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i) such vendor
has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $76,500,000
(or $87,975,000 if the Over-allotment Option is exercised in full) for the benefit of the public shareholders, and that (ii) for
and in consideration of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not have any
Claim and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially
be in the form attached hereto as Exhibit A and Exhibit B, respectively.
7.3 Insider
Letter Agreement. The Company shall not take any action or omit to take any action which would cause a breach of any of the
Letter Agreement or the Private Placement Unit Purchase Agreement and will not allow any amendments to, or waivers of, such Letter
Agreement or Private Placement Unit Purchase Agreement without the prior written consent of the Representatives.
7.4 Memorandum
and Articles of Association. The Company shall not take any action or omit to take any action that would cause the Company
to be in breach or violation of its amended and restated memorandum and articles of association. Except as provided in Section
3.24, prior to the consummation of a Business Combination, the Company will not amend its amended and restated memorandum and
articles of association without the prior written consent of the Representatives.
7.5 Tender
Offer Documents, Proxy Materials and Other Information. The Company shall provide counsel to the Representatives with copies
of all tender offer documents or proxy information and all related material filed with the Commission in connection with a Business
Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other State in which
the Offering was registered, such information as may be requested by such State.
7.6 Rule
419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the
Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any
of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a-51-1 under
the Exchange Act during such period.
7.7 Presentation
of Potential Target Businesses. The Company shall cause the Sponsor and each of the Company’s officers and directors
to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Sponsor and
each of the Company’s officers and directors will present to the Company for its consideration, prior to presentation to
any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by
the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the
Sponsor and each of the Company’s officers and directors might have.
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements
contained in this Agreement shall be deemed to be representations, warranties and agreements at the Closing Date or the Option
Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity
agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of any Underwriter, the Company or any Controlling Person, and shall survive termination of this Agreement
or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable
statute of limitations and the seventh anniversary of the later of the Closing Date or the Option Closing Date, if any, at which
time the representations, warranties and agreements shall terminate and be of no further force and effect.
9.1 Right
to Terminate. The Representatives shall have the right to terminate this Agreement at any time prior to any Closing Date: (i)
if any domestic or international event or act or occurrence has materially disrupted, or in the Representatives’ opinion
will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New
York Stock Exchange, the NYSE American, the Nasdaq Stock Market or the OTC Bulletin Board (or successor trading market) shall have
been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall
have been fixed, or maximum ranges for prices for securities shall have been required on the OTC Bulletin Board or by order of
the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved
in a war or an initiation or increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State
or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the
United States securities markets; or (vi) if the Representatives shall have become aware after the date hereof of such a material
adverse change in the conditions or prospects of the Company, or such material adverse change in general market conditions, including,
without limitation, as a result of terrorist activities after the date hereof, as in the Representatives’ judgment would
make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters
for the sale of the Units.
9.2 Expenses.
In the event this Agreement shall not be carried out for any reason whatsoever except as a result of the Representatives’
or any Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement, within
the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket
expenses actually incurred by the Representatives related to the transactions contemplated herein shall be governed by Section
3.8 hereof.
9.3 Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected
by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
10.1 Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered
by hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed,
or by electronic transmission via PDF, and shall be deemed given when so mailed, delivered, or faxed or transmitted (or if mailed,
three (3) days after such mailing):
If to the Representatives:
US Tiger Securities, Inc.
000 Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxx
Email:
xxxx.xxxx@xxxxxxxxxxxxxxxxx.xxx
If
to the Qualified Independent Underwriter
Xxxxx-Xxxxxx
Capital Group LLC
000
Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attn:
Xxxxx Xxxxxx
Email:
xxxxx.xxxxxx@xxxxx-xxxxxx.xxx
Copies to (which copies
shall not be deemed to constitute notice to the Representatives):
XX Xxxxxx, division of
Benchmark Investments, LLC
000 Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxx,
Chief Executive Officer
Email: xxxxxx@xxxxxxxxxxxxx.xxx
Winston & Xxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxxxxxxx
Email: xxxxxxxxxxxx@xxxxxxx.xxx
If to the Company:
Denali Capital Acquisition
Corp.
000 Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxx
Email: xxx.xxxxx@xxxxxxxx.xxx
Copy to (which copy shall
not be deemed to constitute notice to the Company):
Sidley Austin LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Ni
Email: xxx@xxxxxx.xxx
10.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
10.3 Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4 Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and
supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5 Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representatives, the Underwriters,
the Company and the Controlling Persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provisions herein contained.
10.6 Governing
Law, Venue, etc.
10.6.1 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 the conflict of laws principles thereof. Each of the Representatives and the Company (and any individual signatory hereto):
(i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated
hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for
the Southern District of New York; (ii) waives any objection which such party may have or hereafter have to the venue of any such
suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County
of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.
10.6.2 Each
of the Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of
any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York,
or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company
or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service
of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representatives
mailed by certified mail to the Representatives’ addresses shall be deemed in every respect effective service process upon
the Representatives, in any such suit, action or proceeding.
10.6.3 THE
COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
10.6.4 The
Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of
its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
10.7 Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. The words “execution,” “signed,” “signature,” and words
of like import in this Agreement or in any other certificate, agreement or document related to this Agreement or the offering and
sale of the Units shall include images of manually executed signatures transmitted by facsimile or other electronic format (including,
without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without
limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any
contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same
legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the
fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law
based on the Uniform Electronic Transactions Act.
10.8 Waiver,
Etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.
10.9 No
Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection
with the Offering. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created
solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters
act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection
with any activity that the Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after
the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection
with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms
its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making
their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters
to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market
for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases,
to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach
or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement
or any matters leading up to such transactions.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
If the foregoing correctly sets forth the understanding
between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement between us.
Very truly yours,
DENALI CAPITAL ACQUISITION CORPORATION
Accepted as of the date first written above, for itself and on behalf
of the several Underwriters listed in Schedule 1 hereto.
US Tiger Securities, Inc.
Accepted as of the date first written
above, for itself and on behalf of the several Underwriters listed in Schedule 1 hereto.
XX XXXXXX, division of Benchmark
Investments, LLC
Accepted and agreed to as of the
date first above written, as the QIU.
Xxxxx-Xxxxxx
Capital Group LLC
SCHEDULE A
| Underwriter |
|
|
Number of Firm
Units to be
Purchased |
|
| US Tiger Securities, Inc. |
|
|
[●] |
|
| XX Xxxxxx, division of Benchmark Investments, LLC |
|
|
[●] |
|
Tiger
Brokers (NZ) Limited
|
|
|
[●] |
|
Xxxxx-Xxxxxx
Capital Group LLC
|
|
|
[●] |
|
| TOTAL |
|
|
7,500,000 |
|
SCHEDULE B
TIME OF SALE INFORMATION
Denali Capital Acquisition Corp. priced 7,500,000 units at $10.00
per unit plus an additional 1,125,000 if the underwriters exercise their over-allotment option in full.
SCHEDULE C
WRITTEN TESTING-THE-WATERS COMMUNICATIONS
None.
EXHIBIT A
Form of Target Business Letter
Denali Capital Acquisition Corp.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxx
Ladies and Gentlemen:
Reference is made to the Final Prospectus of
Denali Capital Acquisition Corp. (the “Company”), dated [●], 2022 (the “Prospectus”). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus and understand
that the Company has established a “trust account”, initially in an amount of at least $76,500,000, for the benefit
of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds
in the trust account will not be released until (a) the consummation of a Business Combination or (b) the dissolution and liquidation
of the Company if it is unable to consummate a Business Combination within the allotted time.
For and in consideration of the Company agreeing
to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition with it, the undersigned
hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the
“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company and will not seek recourse against the trust account for any reason whatsoever.
| |
|
| Print Name of Target Business |
|
| |
|
| |
|
| Authorized Signature of Target Business |
|
EXHIBIT B
Form of Vendor Letter
Denali Capital Acquisition Corp.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxx
Ladies and Gentlemen:
Reference is made to the Final Prospectus of
Denali Capital Acquisition Corp. (the “Company”), dated [●], 2022 (the “Prospectus”). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus and understand
that the Company has established a “trust account”, initially in an amount of at least $76,500,000, for the benefit
of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds
in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation
of the Company if it is unable to consummate a Business Combination within the allotted time.
For and in consideration of the Company agreeing
to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest
or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have
in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse
against the trust account for any reason whatsoever.
| |
|
| Print Name of Vendor |
|
| |
|
| |
|
| Authorized Signature of Vendor |
|
