Exhibit 4.4


 


FORM OF WARRANT AGREEMENT


 


DENALI CAPITAL ACQUISITION CORP.


and


VSTOCK TRANSFER, LLC


 


Dated [●], 2022


 


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”).


 


WHEREAS, it is proposed that the Company enter into that certain
Private Placement Units Purchase Agreement, with Denali Capital Global Investments LLC, a Cayman Islands limited liability company
(the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 330,000 units (or 352,500
units if the underwriters exercise their Over-allotment Option in full) simultaneously with the closing of the Offering (and the
closing of the Over-allotment Option, if applicable) (the “Private Placement Units”) at a purchase price
of $10.00 per Private Placement Unit. In connection therewith, the Company will issue and deliver 165,000 whole warrants (or 176,250
whole warrants if the underwriters exercise their Over-allotment Option in full) to the Sponsor, bearing the restrictive legend
set forth in Exhibit B hereto (the “Private Placement Warrants”). Each Private Placement Warrant
entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment
as described herein; and


 


WHEREAS, in order to finance the Company’s transaction costs
in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor
or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000
Private Placement Units at a price of $10.00 per Private Placement Unit; and


 


WHEREAS, the Company is engaged in an initial public offering (the
“Offering”) of units of the Company’s equity securities, each such unit comprised of one Ordinary
Share (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”) and, in
connection therewith, has determined to issue and deliver up to 3,750,000 redeemable warrants (or up to 4,312,500 redeemable warrants
if the underwriters exercise their Over-allotment Option in full) to public investors in the Offering (the “Public
Warrants” and, together with the Private Placement Warrants, the “Warrants”). Each whole
Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary
Shares”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A
holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and


 


WHEREAS, the Company has filed with the Securities and Exchange
Commission (the “Commission”) a registration statement on Form S-1, File No. 333-[ ], and a prospectus
(the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities
Act”), of the Units, the Public Warrants and the Ordinary Shares included in the Units; and


 


WHEREAS, the Company desires the Warrant Agent to act on behalf
of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange,
redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for the form and provisions
of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and performed which
are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent
(if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 




     


     


    




 


NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form of Warrant. Each Warrant shall initially be issued
in registered form only.


 


2.2. Effect of Countersignature. If a physical certificate
is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.


 


2.3. Registration.


 


2.3.1. Warrant Register. The Warrant Agent shall maintain
books (the “Warrant Register”) for the registration of original issuance and the registration of transfer
of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to
the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company
(the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to make its book-entry settlement
system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry
settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants
available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant
Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary
definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”)
which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if issued, shall be signed by, or bear the
facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or other principal
officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to
serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.


 


2.3.2. Registered Holder. Prior to due presentment for registration
of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered
in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant
represented thereby, for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary.


 


2.4. Detachability of Warrants. The Ordinary Shares and Public
Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd
day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal
business (a “Business Day”), then on the immediately succeeding Business Day following such date, or
earlier (the “Detachment Date”) with the consent of US Tiger Securities, Inc., but in no event shall
the Ordinary Shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current
Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds
of the Offering, including the proceeds then received by the Company from the exercise by the underwriters of their right to purchase
additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised
prior to the filing of the Current Report on Form 8-K, and (B) the Company issues a press release announcing when such separate
trading shall begin.


 




     


     


    




 


2.5. Fractional Warrants. The Company shall not issue fractional
Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and one-half of one whole Public Warrant.
If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional
Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder. Only whole
Warrants may be exercised.


 


2.6. Private Placement Warrants. The Private Placement Warrants
shall be identical to the Public Warrants, except that the Private Placement Warrants, including the Ordinary Shares issuable upon
exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion
by the Company of an initial Business Combination; provided, however, the Private Placement Warrants and any Ordinary Shares issued
upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


 


(a) to the Company’s officers or directors, any affiliates
or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates,
any affiliates of the Sponsor, or any employees of such affiliates;


 


(b) in the case of an individual, by gift to a member of one of
the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate
family, an affiliate of such person or to a charitable organization;


 


(c) in the case of an individual, by virtue of laws of descent and
distribution upon death of the individual;


 


(d) in the case of an individual, pursuant to a qualified domestic
relations order;


 


(e) by private sales or transfers made in connection with any forward
purchase agreement or similar agreement or in connection with the consummation of the Company’s Business Combination at prices
no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;


 


(f) by virtue of the Sponsor’s organizational documents upon
liquidation or dissolution of the Sponsor;


 


(g) to the Company for no value for cancellation in connection with
the consummation of the Company’s initial Business Combination;


 


(h) in the event of the Company’s liquidation prior to the
completion of its initial Business Combination; or


 


(i) in the event of the Company’s completion of a liquidation,
merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business
Combination;


 


provided, however, that, in the case of clauses (a)
through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


3. Terms and Exercise of Warrants.


 


3.1. Warrant Price. Each whole Warrant shall entitle the
Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number
of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof
and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the
extent permitted hereunder) described in the prior sentence at which Ordinary Shares may be purchased at the time a Warrant is
exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
below) for a period of not less than fifteen Business Days (unless otherwise required by the Commission, any national securities
exchange on which the Warrants are listed or applicable law); provided that the Company shall provide at least five (5) days’
prior written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction shall
be identical among all of the Warrants.


 




     


     


    




 


3.2. Duration of Warrants. A Warrant may be exercised only
during the period (the “Exercise Period”) (A) commencing on the later of: (i) the date that is thirty
(30) days after the first date on which the Company completes a Business Combination, and (ii) the date that is twelve (12) months
from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time
on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation
of the Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from
time to time, if the Company fails to complete a Business Combination, and (z) with respect to a redemption pursuant to Section
6.1 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 hereof
(the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration
statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as
defined below) in the event of a redemption (as set forth in Section 6 hereof), each Warrant not exercised on or before
the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease
at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants
by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any
such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration
among all the Warrants.


 


3.3. Exercise of Warrants.


 


3.3.1. Payment. Subject to the provisions of the Warrant
and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate
trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented
by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary
to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary
from time to time, (ii) an election to purchase (“Election to Purchase”) any Ordinary Shares pursuant
to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant
Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares
and the issuance of such Ordinary Shares, as follows:


 


(a) in lawful money of the United States, in good certified check
or good bank draft payable to the order of the Warrant Agent or wire transfers;


 


(b) [Reserved];


 


(c) [Reserved]; or


 


(d) as provided in Section 7.4 hereof.


 


3.3.2. Issuance of Ordinary Shares on Exercise. As soon as
practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant
to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate,
as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be
directed by him, her or it on the register of members of the Company, and if such Warrant shall not have been exercised in full,
a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under
the Securities Act with respect to the Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto
is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration
is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of
a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt
from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants.
Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number
of Ordinary Shares. The Company may require holders of Warrants to settle the Warrant on a “cashless basis” pursuant
to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round
down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.


 




     


     


    

 


 


3.3.3. Valid Issuance. All Ordinary Shares issued upon the
proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.4. Date of Issuance. Each person in whose name any book-entry
position or certificate, as applicable, for Ordinary Shares is issued and who is registered in the register of members of the Company
shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant,
or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the
date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the register of members of the Company or book-entry system of the Warrant Agent are closed, such person shall be
deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer
books or book-entry system are open.


 


3.3.5. Maximum Percentage. A holder of a Warrant may notify
the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however,
no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election
is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have
the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of
the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include
the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely
on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or VStock Transfer, LLC, as transfer agent (in such capacity,
the “Transfer Agent”), setting forth the number of Ordinary Shares outstanding. For any reason at any
time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and
in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary
Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder
and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written notice
to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1. Share Capitalizations.


 


4.1.1. Sub-Divisions. If after the date hereof, and subject
to the provisions of Section 4.6 below, the number of issued and outstanding Ordinary Shares is increased by a capitalization
or share dividend of Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date
of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all
or substantially all holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical
Fair Market Value” (as defined below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product
of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the
quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For
purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary
Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for
such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market
Value” means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending
on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.


 




     


     


    




 


4.1.2. Extraordinary Dividends. If the Company, at any time
while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of the Ordinary Shares a dividend
or makes a distribution in cash, securities or other assets on account of such Ordinary Shares (or other securities into which
the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined
below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business
Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a shareholder vote to
amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of
the Company’s obligation to provide holders of Ordinary Shares the right to have their shares redeemed in connection with
the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete
its initial Business Combination within the time period required by the Company’s amended and restated memorandum and articles
of association, as amended from time to time, or (ii) with respect to any other provision relating to the rights of holders of
Ordinary Shares, (e) as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination
is presented to the shareholders of the Company for approval or (f) in connection with the redemption of public shares upon the
failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash
and/or the fair market value (as determined by the Company’s board of directors (the “Board”),
in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution
which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on
the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent
it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price
or to the number of Ordinary Shares issuable on exercise of each Warrant).


 


4.2. Aggregation of Shares. If after the date hereof, and
subject to the provisions of Section 4.6 hereof, the number of issued and outstanding Ordinary Shares is decreased by a
consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective
date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares
issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Ordinary Shares.


 


4.3. Adjustments in Exercise Price. Whenever the number of
Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to
such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of
the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.


 




     


     


    




 


4.4. Raising of the Capital in Connection with the Initial Business
Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes
in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20
per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case
of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001
per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the
consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading
price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company
consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share,
the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, the $16.50 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to
be equal to 165% of the higher of the Market Value and the Newly Issued Price.


 


4.5. Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under Section
4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger
or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is
the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary
Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares or stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event
(the “Alternative Issuance”); provided, however, that if the holders of the Ordinary Shares were entitled
to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation
or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant
shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of
the Ordinary Shares in such consolidation or merger that affirmatively make such election. If any reclassification or reorganization
also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to
subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


4.6. Notices of Changes in Warrant. Upon every adjustment
of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3, 4.4 or 4.5, the Company shall give written notice of the occurrence of such event to each
holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7. No Fractional Shares. Notwithstanding any provision
contained in this Agreement to the contrary, the Company shall not issue fractional shares upon the exercise of Warrants. If, by
reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest
whole number the number of Ordinary Shares to be issued to such holder.


 


4.8. Form of Warrant. The form of Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant
Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however,
that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.


 




     


     


    




 


5. Transfer and Exchange of Warrants.


 


5.1. Registration of Transfer. The Warrant Agent shall register
the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the
old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


 


5.2. Procedure for Surrender of Warrants. Warrants may be
surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall
issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or with respect to any Book-Entry
Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to another nominee of the Depositary,
to a successor depository, or to a nominee of a successor depository; provided further, however that in the event
that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive
legend.


 


5.3. Fractional Warrants. The Warrant Agent shall not be
required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry
position for a fraction of a warrant, except as part of the Units.


 


5.4. Service Charges. No service charge shall be made for
any exchange or registration of transfer of Warrants.


 


5.5. Warrant Execution and Countersignature. The Warrant
Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Transfer of Warrants. Prior to the Detachment Date,
the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for
the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on
the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing,
the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.


 


6. Redemption.


 


6.1. Redemption of Warrants for Cash. Not less than all of
the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of
the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at a Redemption
Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $16.50 per share (subject to adjustment in
compliance with Section 4 hereof) and (b) there is an effective registration statement covering the issuance of the Ordinary
Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption
Period (as defined in Section 6.2 below).


 


6.2. Date Fixed for, and Notice of, Redemption; Redemption Price;
Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Section 6.1, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day
Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall
appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption Price”
shall mean the price per Warrant at which any Warrants are redeemed pursuant to Section 6.1 and (b) “Reference
Value” shall mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the
thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.


 




     


     


    




 


6.3. Exercise After Notice of Redemption. The Warrants may
be exercised, for cash at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


7. Other Provisions Relating to Rights of Holders of Warrants.


 


7.1. No Rights as Shareholder. A Warrant does not entitle
the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to
receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders
in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


7.2. Lost, Stolen, Mutilated, or Destroyed Warrants. If any
Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise
as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation of Ordinary Shares. The Company shall at
all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit
the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4. Registration of Ordinary Shares; Cashless Exercise at Company’s
Option.


 


7.4.1. Registration of the Ordinary Shares. The Company agrees
that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination,
it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under
the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable
efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been
declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants
shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company
shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise
of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section
3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the quotient obtained by dividing
(x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”
(as defined below) less the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported during the ten (10)
trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the
holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received
by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise”
of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall
be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis”
in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary
Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate
(as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a
restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants
have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under
the first three sentences of this subsection 7.4.1.


 




     


     


    




 


7.4.2. Cashless Exercise at Company’s Option. If the
Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy
the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option,
(i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects,
the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities
Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary,
and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the
Warrant under applicable blue sky laws to the extent an exemption is not available.


 


8. Concerning the Warrant Agent and Other Matters.


 


8.1. Payment of Taxes. The Company shall from time to time
promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery
of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect
of the Warrants or such Ordinary Shares.


 


8.2. Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment of Successor Warrant Agent. The Warrant
Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant
by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the
Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit
his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State
of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing
under the laws of the State of New York, in good standing and having its principal office in the United States of America, and
authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver,
at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights
of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge,
and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant
Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2. Notice of Successor Warrant Agent. In the event a
successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer
Agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3. Merger or Consolidation of Warrant Agent. Any entity
into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation
to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.


 




     


     


    




 


8.3. Fees and Expenses of Warrant Agent.


 


8.3.1. Remuneration. The Company agrees to pay the Warrant
Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this
Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution
of its duties hereunder.


 


8.3.2. Further Assurances. The Company agrees to perform,
execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions
of this Agreement.


 


8.4. Liability of Warrant Agent.


 


8.4.1. Reliance on Company Statement. Whenever in the performance
of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the
Chief Executive Officer, the Chief Financial Officer or the Chairman of the Board of the Company and delivered to the Warrant Agent.
The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


8.4.2. Indemnity. The Warrant Agent shall be liable hereunder
only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees,
for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s
gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3. Exclusions. The Warrant Agent shall have no responsibility
with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature
thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this
Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of
Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether
any Ordinary Shares shall, when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance of Agency. The Warrant Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among
other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to
the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.


 


8.6. Waiver. The Warrant Agent has no right of set-off or
any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust
Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company
and U.S. Bank Trust Company, National Association as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any
and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors
and assigns.


 




     


     


    




 


9.2. Notices. Any notice, statement or demand authorized
by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:


 


Denali Capital Acquisition Corp.


437 Madison Avenue, 27th Floor


New York, New York 10022


Attention: Lei Huang


 


with a copy to:


 


Sidley Austin LLP


787 Seventh Avenue


New York, New York 10019


Attention: David Ni


 


Any notice, statement or demand authorized by this Agreement to
be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as
follows:


 


VStock Transfer, LLC


18 Lafayette Place


Woodmere, New York 11598


Attention: Chief Executive Officer


 


9.3. Applicable Law and Exclusive Forum. The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York. Subject
to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any
way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum
for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits
brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of
the United States of America are the sole and exclusive forum.


 


Any person or entity purchasing or otherwise acquiring any interest
in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If
any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court
located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal
jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern
District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement
action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service
upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


9.4. Persons Having Rights under this Agreement. Nothing
in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties
hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the
Registered Holders of the Warrants.


 




     


     


    




 


9.5. Examination of the Warrant Agreement. A copy of this
Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States of America, for inspection
by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for
inspection by the Warrant Agent.


 


9.6. Counterparts and Electronic Signatures. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same Agreement. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with
this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means.


 


9.7. Effect of Headings. The section headings herein are
for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8. Amendments. This Agreement may be amended by the parties
hereto without the consent of any registered holder for the purpose of curing any ambiguity, including to conform the provisions
hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or curing, correcting or
supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions
arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect
the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the Warrant
Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of a majority of
the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders. The provisions
of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Registered Holders.


 


9.9. Severability. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A—Form of Warrant Certificate


Exhibit B Legend—Private Placement Warrants


 




     


     


    




 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first above written.


  





	 	DENALI CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:







  


	 	VSTOCK TRANSFER, LLC, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    







 


EXHIBIT A


 


[FACE]


 


Number


 


Warrants 


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO 


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR 


IN THE WARRANT AGREEMENT DESCRIBED BELOW



Denali Capital Acquisition Corp.


 


Incorporated Under the Laws of the Cayman
Islands 


 


CUSIP [●]


 


Warrant Certificate 


 


This Warrant Certificate certifies that [   ], or registered
assigns, is the registered holder of [    ] warrant(s) (the “Warrants” and each, a “Warrant”)
to purchase Class A ordinary shares, $0.0001 par value (“Ordinary Shares”), of Denali Capital Acquisition
Corp., a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise
during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and
nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined
pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided
for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise
Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant is initially exercisable for one fully paid and
non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants,
a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down
to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. Only whole Warrants may be exercised.
The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 


The initial Exercise Price per one Ordinary Share for any Warrant
is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in
the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant Agreement, the
Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such
Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 


Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 


This Warrant Certificate shall not be valid unless countersigned
by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed
in accordance with the internal laws of the State of New York.


 




     


     


    




 





	 	DENALI CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 


	 	VSTOCK TRANSFER, LLC, AS WARRANT AGENT
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    




 


[Form of Warrant Certificate] 


 


[Reverse] 


 


The Warrants evidenced by this Warrant Certificate are part of a
duly authorized issue of Warrants entitling the holder on exercise to receive [     ] Ordinary Shares and are issued or to be issued
pursuant to a Warrant Agreement dated as of              , 2022 (the “Warrant Agreement”), duly executed and delivered
by the Company to VStock Transfer, LLC, a California limited liability company, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders” or “holder” meaning the Registered Holders
or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon
written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the Exercise Period
set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with
payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything else in this Warrant Certificate or the
Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance
of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence of certain
events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain
conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued
to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the principal corporate
trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.


 


Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in
connection therewith.


 


The Company and the Warrant Agent may deem and treat the Registered
Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor
this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 




     


     


    




 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive [   ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to
the order of Denali Capital Acquisition Corp. (the “Company”) in the amount of $[   ] in accordance with
the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [     ], whose
address is [    ] and that such Ordinary Shares be delivered to [    ] whose address is [   ]. If said [     ] number of Ordinary Shares is
less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Ordinary Shares be registered in the name of [    ], whose address is [    ] and that such Warrant Certificate
be delivered to [     ], whose address is [    ].


 


In the event that the Warrant is to be exercised on a “cashless”
basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for
shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised, to the extent allowed
by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would
be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii)
the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said
number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered
in the name of [   ], whose address is [   ] and that such Warrant Certificate be delivered to [   ], whose address is [    ].


 


[Signature Page Follows]


 




     


     


    










 


	Date: [   ], 20	 	 
	 	 	(Signature)
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	(Tax Identification Number)
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 




     


     


    




 


EXHIBIT B 


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT
BY AND AMONG DENALI CAPITAL ACQUISITION CORP. (THE “COMPANY”), DENALI CAPITAL GLOBAL INVESTMENTS LLC
AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE
THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS
OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES
OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [ ] WARRANT