Third AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Third Amendment to the Contribution and Exchange Agreement (this “Third Amendment”) is entered into as of August 29, 2023 (the “Amendment Date”) by and among Longevity Biomedical, Inc., a Delaware corporation (“Purchaser”), Aegeria Soft Tissue, LLC, a Delaware limited liability company (the “Company”), Denali Capital Acquisition Corp., a Cayman Island exempted company with limited liability, Jennifer Elisseeff, Alessandro Ovi, Lee R. Marks, The Johns Hopkins University, Sestant SpA, an Italian company, Patrick Byrnes, Romano Prodi, Kofi Boahene, Andrew Pardoll, and Jim Forsell (each an “Owner” and together, the “Owners”), and Jennifer Elisseeff, as representative of the Owners (the “Owners’ Representative”, and together with the Purchaser, the Company, and the Owners, the “Parties”). Terms used but not otherwise defined in this Third Amendment shall have the meanings set forth in the C&E Agreement (as that term is defined below).
Third AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Third Amendment to the Contribution and Exchange Agreement (this “Third Amendment”) is entered into as of August 29, 2023 (the “Amendment Date”) by and among Longevity Biomedical, Inc., a Delaware corporation (“Purchaser”), Cerevast Medical, Inc., a Delaware corporation (the “Company”), Denali Capital Acquisition Corp., a Cayman Island exempted company with limited liability, Bradford A. Zakes, Louis J. Fox, Mark S. Humayun, Jennifer Fox Crisp, J. Andy Corley, Li Changan, Qian Xiaoming, William Brinton, Jr., Kirk Clothier, Eric Manegold, Bill Brinton, Sr., Debra Brinton, Julian McQueen, Denice Vezitinski, Travis Rothlisberger, Incline Silo A., LLC, a Nevada limited liability company, Haiyin Capital Investment Limited, a Chinese company limited by shares, Haiyin Equity Investment Fund LP, a Chinese limited partnership, Haiyin Equity Investment Fund II LP, a Chinese limited partnership, Haiyin Tech LP, a British Virgin Islands limited partnership, Hercules Bioventure, LP, a company
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [•], 2023, by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (“Denali”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of Denali (“Holdco”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent” and together with Denali and Holdco, collectively as the “Parties” and individually, each a “Party”).
SECOND AMENDMENT TO LEASE RECITALSLease • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This SECOND AMENDMENT TO LEASE (this "Second Amendment") is made and entered into as of this 12th day of July 2023, by and between Troutdale Terrace Limited Partnership, an Oregon limited partnership ("Landlord"), and Cerevast Medical, Inc., a Delaware corporation ("Tenant").
Third AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 1st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
This Third Amendment to the Contribution and Exchange Agreement (this “Third Amendment”) is entered into as of August 29, 2023 (the “Amendment Date”) by and among Longevity Biomedical, Inc., a Delaware corporation (“Purchaser”), Novokera, LLC, a Nevada limited liability company (the “Company”), Denali Capital Acquisition Corp., a Cayman Island exempted company with limited liability, Kalakaua LLC, a Nevada limited liability company, Johns Hopkins University, a Maryland corporation (each an “Owner” and together, the “Owners”), and Anthony Lee, as representative of the Owners (the “Owners’ Representative”, and together with the Purchaser, the Company, and the Owners, the “Parties”). Terms used but not otherwise defined in this Third Amendment shall have the meanings set forth in the C&E Agreement (as that term is defined below).
