FORM OF Registration and Shareholder Rights AgreementRegistration and Shareholder Rights Agreement • March 22nd, 2022 • Denali Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Form of Indemnity AgreementForm of Indemnity Agreement • March 22nd, 2022 • Denali Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Denali Capital Acquisition Corp. 437 Madison Avenue, 27th Floor New York, New York, 10022Letter Agreement • March 22nd, 2022 • Denali Capital Acquisition Corp. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and US Tiger Securities, Inc. and EF Hutton, division of Benchmark Investments, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 7,500,000 of the Company’s units (including up to 1,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be
7,500,000 Units Denali Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2022 • Denali Capital Acquisition Corp. • Blank checks • New York
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 EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”, 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:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2022 • Denali Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022, by and between Denali Capital Acquisition Corp., a Cayman corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
FORM OF WARRANT AGREEMENT DENALI CAPITAL ACQUISITION CORP. and VSTOCK TRANSFER, LLC Dated [●], 2022Form of Warrant Agreement • March 22nd, 2022 • Denali Capital Acquisition Corp. • Blank checks • 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 22nd, 2022 • Denali Capital Acquisition Corp. • Blank checks • 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 22nd, 2022 • Blank checks • 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
