AGREEMENT AND PLAN OF MERGER dated as of August 30, 2024 by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc., and Semnur Pharmaceuticals, Inc.Merger Agreement • September 3rd, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 30, 2024 (the “Signing Date”), is made and entered into by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, “Parent”), Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
SPONSOR INTEREST PURCHASE AGREEMENTSponsor Interest Purchase Agreement • September 3rd, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • Delaware
THIS SPONSOR INTEREST PURCHASE AGREEMENT, dated August 30, 2024 (this “Agreement”), is entered into by and between Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”), and Scilex Holding Company, a Delaware corporation (the “Purchaser”).
STOCKHOLDER AGREEMENTStockholder Agreement • September 3rd, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of August 30, 2024, is made and entered into by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, the “Company”), and Scilex Holding Company, a Delaware corporation (“Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • September 3rd, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances)
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of August 30, 2024 (this “Support Agreement”), is entered into by and among the Stockholders listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”), Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 3rd, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances)
This Sponsor Support Agreement (this “Support Agreement”) is dated as of August 30, 2024, by and among the Persons set forth on Schedule I attached hereto (each, a “Sponsor” and, together, the “Sponsors”), Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CONTRIBUTION AND SATISFACTION OF INDEBTEDNESS AGREEMENTContribution and Satisfaction of Indebtedness Agreement • September 3rd, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • California
This CONTRIBUTION AND SATISFACTION OF INDEBTEDNESS AGREEMENT (this “Agreement”), entered into as of August 30, 2024 (the “Agreement Date”), is made and entered into by and between SCILEX HOLDING COMPANY, a Delaware corporation (“Scilex”), and SEMNUR PHARMACEUTICALS, INC., a Delaware corporation and wholly owned subsidiary of Scilex (“Semnur”).
