FORM OF WARRANT AGREEMENT DENALI CAPITAL ACQUISITION CORP. and VSTOCK TRANSFER, LLC Dated [●], 2022Warrant Agreement • March 1st, 2022 • Denali Capital Acquisition Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2022, is by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and VStock Transfer, LLC, a California limited liability company, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 1st, 2022 • Denali Capital Acquisition Corp. • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated [●], 2022, is entered into by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Purchaser”).
Denali Capital Acquisition Corp.Denali Capital Acquisition Corp. • March 1st, 2022 • New York
We are pleased to accept the offer Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to purchase 2,156,250 Class B ordinary shares (the “Shares”), US$0.0001 par value per share (shares of such class, the “Class B Ordinary Shares”), of the Company (as defined below), up to 281,250 Class B Ordinary Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not exercise their over-allotment option (the “Over-allotment Option”) in the IPO in full. For the purposes of this Securities Subscription Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Upon certain terms and conditions, the Class B Ordinary
