AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • November 20th, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
Pursuant to the Agreement and Plan of Merger, dated as of January 25, 2023 (as amended prior to the date hereto, the “Merger Agreement”), by and among Denali Capital Acquisition Corp. (“Denali”), Longevity Biomedical, Inc., a Delaware corporation (“Longevity”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of Denali (“Holdco”), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Denali Merger Sub”), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Longevity Merger Sub”), and Bradford A. Zakes, solely in the capacity as seller representative, the parties are undertaking a proposed business combination (the “Business Combination”). Following the Business Combination, Holdco will change its name to Longevity Biomedical, Inc., and its common stock, par value $0.0001 per share (the “Common Stock”), is expected to list on The Nasdaq Stock Market (“Nasdaq”)
DEFERRED DISCOUNT AGREEMENT November 20, 2023Deferred Discount Agreement • November 20th, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
WHEREAS, the Company and Denali SPAC Holdco, Inc. (“Holdco”) have entered into that certain agreement and plan of merger, dated as of January 25, 2023 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with respect to a Business Combination (the “Transaction”) with Longevity Biomedical, Inc. and certain other parties thereto.
