Exhibit 10.3


 


FORM OF PRIVATE PLACEMENT UNITS PURCHASE
AGREEMENT 


 


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”).


 


WHEREAS, the Company is a blank check company formed for the purpose
of acquiring one or more businesses or entities (a “Business Combination”);


 


WHEREAS, the Company intends to consummate an initial public offering
of the Company’s units (the “Public Offering”), with each unit (each, a “Unit”)
consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”),
and one-half of one redeemable warrant, each whole warrant (each, a “Warrant”) entitling the holder to
purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s Registration Statement on Form
S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-[    ] under the
Securities Act of 1933, as amended (the “Securities Act”); and


 


WHEREAS, the Purchaser has agreed to purchase, at a price of $10.00
per Unit, an aggregate of 330,000 private placement units (or 352,500 private placement units if the underwriters exercise their
over-allotment option in full) (the “Private Placement Units”), with each Private Placement Unit consisting
of one Share and one-half of one Warrant.


 


NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT 


 


Section 1. Authorization, Purchase and Sale; Terms of the Private
Placement Units. 


 


A. Authorization of the Private Placement Units. The Company
has duly authorized the issuance and sale of the Private Placement Units (and the underlying securities) to the Purchaser.


 


B. Purchase and Sale of the Private Placement Units. On the
date of the consummation of the Public Offering (the “Closing Date”) or on such earlier date as may be
mutually agreed by the Purchaser and the Company, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, an aggregate of 330,000 Private Placement Units (or 352,500 Private Placement Units if the underwriters exercise
their over-allotment option in full) at a price of $10.00 per Unit for an aggregate purchase price of $3,300,000 (or $3,525,000
if the underwriters exercise their over-allotment option in full (the “Purchase Price”). The Purchaser
shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $[●] to the Company
at a financial institution to be chosen by the Company, and (ii) $[●] to the trust account maintained by U.S. Bank Trust
Company, National Association, acting as trustee (the “Trust Account”), in each case in accordance with
the Company’s wiring instructions, at least one (1) business day prior to the Closing Date. On the Closing Date, subject
to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing
the Private Placement Units purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such
delivery in book-entry form.


 


C. Terms of the Private Placement Units. Each Private Placement
Unit shall be identical to the Units to be sold by the Company in the Public Offering, except that:


 


(i) The undersigned agrees not to seek conversion or seek to sell
in any tender offer, in connection with any proposed Business Combination any Class A ordinary shares included in the Private Placement
Units;


 


(ii) The Warrants underlying the Private Placement Units may not
be exercised after five years from the effective date of the registration statement relating to the Public Offering (the “Registration
Statement”);


 




     


     


    




 


(iii) The Private Placement Units (and underlying securities) will
not be transferable by the undersigned until 30 days after the consummation of a Business Combination (subject to certain exceptions
as described in the Registration Statement and set forth in the warrant agreement governing the Warrants);


 


(iv) On the Closing Date, the Company and the Purchaser shall enter
into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company
will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying securities;


 


(v) The undersigned will not participate in any liquidation distribution
with respect to the Private Placement Units or the underlying securities if the Company fails to consummate a Business Combination;


 


(vi) The Private Placement Units (and the underlying securities)
will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or
as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will
be described in the Registration Statement; and


 


(vii) The Warrants underlying the Private Placement Units shall
be terminated upon the dissolution of the Company or in the event that the Company does not consummate an initial Business Combination
within the time period set forth in the Company’s amended and restated memorandum and articles of association, as the same
may be amended from time to time.


 


Section 2. Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Units, the Company hereby
represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A. Incorporation and Corporate Power. The Company is an exempted
company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business
in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the
financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery and performance of this Agreement and
the Private Placement Units (and the underlying securities) have been duly authorized by the Company as of the Closing Date. This
Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance
in accordance with, and payment pursuant to, the terms of this Agreement, the Private Placement Units will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.


 


(ii) The execution and delivery by the Company of this Agreement
and the Private Placement Units (and the underlying securities), the issuance and sale of the Private Placement Units (and the
underlying securities), and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not
and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share
capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other
action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the
amended and restated memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior
to completion of the Public Offering) or any material law, statute, rule or regulation to which the Company is subject, or any
agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under
federal or state securities laws.


 




     


     


    




 


C. Title to Securities. Upon issuance in accordance with,
and payment pursuant to, the terms hereof and the amended and restated memorandum and articles of association of the Company, and
upon registration in the Company’s register of members, the Private Placement Units (and the underlying securities) will
be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Units, the underlying
securities shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof,
and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Units
(and the underlying securities) purchased by it, free and clear of all liens, claims and encumbrances of any kind, other than (i)
transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and
state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental Consents. No permit, consent, approval or
authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery
and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.


 


E. Regulation D Qualification. Neither the Company nor, to
its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding
securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


Section 3. Representations and Warranties of the Purchaser.
As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Units to the Purchaser,
the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date)
that:


 


A. Organization and Requisite Authority. The Purchaser possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes a valid and binding obligation of
the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery by the Purchaser of this Agreement
and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date (a)
conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under,
(c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under,
(d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or notice or declaration
to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational
documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material
law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to
which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring the Private Placement Units (and
the underlying securities) (collectively, the “Securities”) for its own account, for investment purposes
only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited investor”
as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser understands that the Securities are being offered
and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state
securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the
representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and
the eligibility of the Purchaser to acquire such Securities.


 




     


     


    




 


(iv) The Purchaser did not decide to enter into this Agreement as
a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities
Act.


 


(v) The Purchaser has been furnished with all materials relating
to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have
been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and
directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
to the acquisition of the Securities.


 


(vi) The Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.


 


(vii) The Purchaser understands that: (a) the Securities have not
been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b)
except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation
to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of
any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates
of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant
to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements
of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the
registration requirements of the Securities Act. The Securities will bear a legend and appropriate “stop transfer”
instructions (or an appropriate notation if securities are issued in book entry form) relating to the foregoing. The Purchaser
further understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees,
both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when
reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would
not be available for resale transactions of the Private Placement Units (and the underlying securities) until the 1-year anniversary
following consummation of an Business Combination despite technical compliance with the requirements of Rule 144.


 


(viii) The Purchaser has such knowledge and experience in financial
and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development
stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear
the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The
Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete
loss of its investments in the Securities.


 


Section 4. Conditions of the Purchaser’s Obligations.
The obligations of the Purchaser to purchase and pay for the Private Placement Units are subject to the fulfillment, on or before
each Closing Date, of each of the following conditions:


 


A. Representations and Warranties. The representations and
warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.


 




     


     


    




 


B. Performance. The Company shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with
by it on or before such Closing Date.


 


C. No Injunction. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby,
which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


D. Registration Rights Agreement. The Company shall have
entered into the Registration Rights Agreement, in the form of Exhibit A hereto, on terms satisfactory to the Purchaser.


 


Section 5. Conditions of the Company’s Obligations.
The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing
Date, of each of the following conditions:


 


A. Representations and Warranties. The representations and
warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.


 


B. Performance. The Purchaser shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with
by the Purchaser on or before such Closing Date.


 


C. Corporate Consents. The Company shall have obtained the
consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the issuance and sale
of the Private Placement Units hereunder.


 


D. No Injunction. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby,
which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


E. Registration Rights Agreement. The Company shall have
entered into the Registration Rights Agreement, in the form of Exhibit A hereto, on terms satisfactory to the Company.


 


Section 6. Termination. This Agreement may be terminated
at any time after September 30, 2022 upon the election by either the Company or the Purchaser upon written notice to the other
party if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival of Representations and Warranties. All
of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8. Definitions. Terms used but not otherwise defined
in this Agreement shall have the meaning assigned to such terms in the Registration Statement on Form S-1 that the Company has
filed with the SEC, under the Securities Act.


 


Section 9. Miscellaneous. 


 


A. Successors and Assigns. Except as otherwise expressly
provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind
and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing
or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates
thereof (including, without limitation one or more of its members).


 


B. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement
is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of this Agreement.


 




     


     


    




 


C. 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.


 


D. Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use
of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws
of another jurisdiction.


 


F. Amendments. This Agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


[Signature page follows]


 




     


     


    




 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 	 	 
	 	DENALI CAPITAL ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:	         
	 	 	Title:	


 


	 	PURCHASER:
	 	 
	 	DENALI CAPITAL GLOBAL INVESTMENTS LLC
	 	 	 	 
	 	By:	 
	 	 	Name:	          
	 	 	Title:	


 




     


     


    

 


 


EXHIBIT A 


Registration Rights Agreement