0001575872-22-000240 Sample Contracts

7,500,000 Units Denali Capital Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • April 5th, 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:

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 5th, 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”).

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