| ORGANIZATION AND BUSINESS OPERATION | NOTE
1 – ORGANIZATION AND BUSINESS OPERATION Denali Capital Acquisition Corp. (the “Company”)
is a newly organized blank check company incorporated in the Cayman Islands on January 5, 2022. The Company was formed for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or
more businesses (a “Business Combination”). As of September 30, 2024, the Company had not
commenced any operations. All activity for the period from January 5, 2022 (inception) through September 30, 2024, relates to the Company’s
organizational activities, those necessary to prepare for and complete the initial public offering (“IPO”), identifying a
target company for a business combination, and activities in connection with an initial business combination, including with respect to
our proposed business combination with Semnur Pharmaceuticals, Inc (“Semnur”). The Company does not expect to generate any
operating revenues until after the completion of an initial Business Combination. The Company is generating non-operating income in the
form of income from the investment of proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Denali Capital
Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s
IPO became effective on April 6, 2022. On April 11, 2022, the Company consummated the IPO of 8,250,000 units (including over-allotment
of 750,000 units) (“Public Units”). Each Public Unit consists of one Class A ordinary share, $0.0001 par value
per share (such shares included in the Public Units, the “Public Shares”), and one redeemable warrant (the “Public Warrants”),
each whole Public Warrant entitling the holder thereof to purchase one Public Share at an exercise price of $11.50 per share. The
Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds of $82,500,000, which is described in Note
3. Simultaneously with the closing of the IPO, the Company consummated the sale of 510,000 units (including over-allotment of 30,000 units)
(the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit in a private placement
generating gross proceeds of $5,100,000, which is described in Note 4. Transaction costs amounted to $5,105,315, consisting of $1,650,000 of
underwriting fees, $2,887,500 of deferred underwriters’ fees and $567,815 of other offering costs, and were all initially
charged to shareholders’ equity. Trust
Account Following the consummation of the IPO on April
11, 2022, a total of $84,150,000 of the net proceeds from the IPO and the sale of the Private Placement Units was deposited
in a trust account (the “Trust Account”). The net proceeds were invested in U.S. government securities, within the meaning
set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity
of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund and meeting certain
conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company. Further, on April 12, 2023, the Company issued
a press release announcing that it deposited $825,000 into the Trust Account, 50% of this amount being a loan from the Sponsor
in the form of a convertible promissory note and other 50% amount was transferred directly from the remaining cash on hand balance
at that time, in order to extend the period of time it has to consummate a business combination by an additional three months, from then
current deadline of April 11, 2023 to July 11, 2023. On July 13, 2023, the Company issued a press release announcing that an aggregate
of $825,000 has been deposited into the Company’s Trust Account in order to extend the period of time it has to consummate
a business combination by an additional three months, from the then current deadline of July 11, 2023 to October 11, 2023. Furthermore,
subsequently, on October 11, 2023, the Company issued another press release announcing that the Company’s shareholders extended
the date by which the Company must consummate an initial business combination from October 11, 2023 to July 11, 2024 by electing to extend
the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time (the
“Extension”). The Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month
extension the lesser of (a) an aggregate of $50,000 or (b) $0.03 per public share that remains outstanding and is not redeemed
prior to any such one-month extension, unless the closing of the Company’s initial business combination has occurred, and hence,
an aggregate of $150,000 has been deposited into the Company’s Trust Account through December 31, 2023 in order to extend the
period of time it has to consummate a business combination by an additional three months, from the then current deadline of October 11,
2023 to January 11, 2024. Until June 2024, there has been further deposit of an aggregate of $300,000 into the Trust Account for
extension from January 11, 2024 to July 11, 2024. However, on June 4, 2024, to mitigate the risk of being deemed to have been operating
as an unregistered investment company under the Investment Company Act, the Company instructed Wilmington Trust, National Association,
the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account
and thereafter to hold all funds in the Trust Account in cash in an interest-bearing bank deposit account until the earlier of (i) the
completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders,
as described below. Interest on bank deposit accounts is variable and such accounts currently yield interest of approximately 4.5% per
annum. During the shareholder’s meeting held on
October 11, 2023, shareholders holding 3,712,171 public shares (after giving effect to withdrawals of redemptions) exercised
their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately
$40.5 million (approximately $10.92 per share) was removed from the Trust Account to pay such holders. Following redemptions
and through December 31, 2023, the Company had 4,537,829 public shares outstanding. Further, in connection with the extraordinary
general meeting on July 10, 2024, shareholders holding 3,785,992 public shares exercised their right to redeem such shares for a pro rata
portion of the funds in the Company’s Trust Account. As a result, approximately $43.4 million (approximately $11.47 per share) was
removed from the Trust Account to pay such holders. Following redemptions, the Company had 751,837 public shares outstanding. On July 10, 2024, the shareholders of the Company
held an extraordinary general meeting of shareholders to consider and vote upon a proposal to amend, by way of special resolution, the
amended and restated memorandum and articles of association of the Company to extend (the “extension”) the date by which the
Company must: (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
involving the Company and one or more businesses or entities; (ii) cease its operations, except for the purpose of winding up, if it fails
to complete such initial business combination; and (iii) redeem 100% of the Company’s Class A ordinary shares, par value $0.0001
per share (the “Class A ordinary shares”), included as part of the units sold in the Company’s IPO that was consummated
on April 11, 2022 from July 11, 2024 to April 11, 2025, by electing to extend the date to consummate an initial business combination on
a monthly basis for up to nine (9) times by an additional one month each time, unless the closing of the Company’s initial business
combination has occurred, without the need for any further approval of the Company’s shareholders, provided that the Sponsor (or
its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension the lesser of (a) an aggregate
of $20,000 or (b) $0.02 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the
closing of the Company’s initial business combination has occurred, in exchange for a non-interest bearing promissory note payable
upon consummation of an initial business combination. In connection with the extraordinary general meeting
on July 10, 2024, shareholders holding 3,785,992 public shares exercised their right to redeem such shares for a pro rata portion of the
funds in the Company’s Trust Account. As a result, approximately $43.4 million (approximately $11.47 per share) was removed from
the Trust Account to pay such holders. Following redemptions, the Company had 751,837 public shares outstanding. On July
10, 2024, Company issued a convertible promissory note (the “Convertible Promissory Note 2”) in the total principal amount
of up to $180,000 to Sponsor. The Convertible Promissory Note 2 was issued with an initial principal balance of $15,036.74, with the remaining
$164,963.26 drawable at the Company’s request and upon the consent of the Sponsor prior to the maturity of the Convertible Promissory
Note 2. The Convertible Promissory Note 2 matures upon the earlier of (i) the effective date of the consummation of the Company’s
initial business combination and (ii) the date of the liquidation of the Company. On August 9, 2024, the Company issued a convertible
promissory note in the total principal amount of up to $180,000 to Scilex (the “Extension Scilex Convertible Promissory Note”).
The Extension Scilex Convertible Promissory Note was issued with an initial principal balance of $15,037, with the remaining $164,963
drawable at the Company’s request and upon the consent of Scilex prior to the maturity of the Extension Scilex Convertible Promissory
Note. The Extension Scilex Convertible Promissory Note matures upon the earlier of (i) the effective date of the consummation of the Company’s
initial business combination and (ii) the date of the liquidation of the Company. As of September 30, 2024, Scilex deposited aggregated
total of $30,127 drawn down from the Extension Scilex Convertible Promissory Note to the Trust Account to extend the time the Company
has to consummate an initial business combination to October 11, 2024. On October 11, 2024 and November 11, 2024, Scliex had deposit aggregated
total of $30,074 additional drawn down from the Extension Scilex Convertible Promissory Note to the Trust Account to extend the time the
Company has to consummate an initial business combination to December 11, 2024. The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially
all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules
require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80%
of the value of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest
income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns
or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest
in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There
is no assurance that the Company will be able to successfully effect a Business Combination. Business
Combination The Company will provide the holders of the outstanding
Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i)
in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with
the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a
tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial Business Combination (initially anticipated to be $10.20 per Public Unit, plus any pro rata interest then in the Trust
Account, net of taxes payable). The Public Shares subject to redemption were recorded at a redemption value and classified as temporary
equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting
Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).
The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that
it does not then become subject to the “penny stock” rules of the Securities and Exchange Commission (the “SEC”))
either prior to or upon consummation of an initial Business Combination. However, a greater net tangible asset or cash requirement may
be contained in the agreement relating to the Business Combination. In shareholders’ meeting held on October 11, 2023, it was resolved
to eliminate this limitation that the Company may not redeem Public Shares in an amount that would cause the Company’s net tangible
assets to be less than $5,000,001 (the “Redemption Limitation Amendment”). If the Company is unable to complete the initial
Business Combination within the Combination Period, including Extension (refer to Note 9), the Company will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income
taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-issued and outstanding
Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each
case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless
if the Company fails to complete the Business Combination within the Combination Period. The founder shares are designated as Class B ordinary
shares (the “founder shares”) and, except as described below, are identical to the Public Shares, and holders of founder shares
have the same shareholder rights as Public Shareholders, except that (i) prior to the Company’s initial Business Combination, only
holders of the founder shares have the right to vote on the appointment of directors, including in connection with the completion of the
Company’s initial Business Combination, and holders of a majority of the founder shares may remove a member of the board of directors
for any reason, (ii) the founder shares are subject to certain transfer restrictions, as described in more detail below, (iii) the Company’s
initial shareholders have entered into an agreement with the Company, pursuant to which they have agreed to (A) waive their redemption
rights with respect to their founder shares and Public Shares in connection with the completion of the Company’s initial Business
Combination, (B) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association that would affect the
substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection
with an initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an
initial Business Combination by September 11, 2024, and (C) waive their rights to liquidating distributions from the Trust Account with
respect to their founder shares if the Company fails to complete its initial Business Combination by September 11, 2024, although they
will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails
to complete its initial Business Combination within the prescribed time frame, (iv) the founder shares will automatically convert into
Public Shares concurrently with or immediately following the consummation of the Company’s initial Business Combination, or earlier
at the option of the holder thereof, and (v) the founder shares are entitled to registration rights. If the Company submits its initial
Business Combination to its Public Shareholders for a vote, the Sponsor and each member of the Company’s management team have agreed
to vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. During an extraordinary general
meeting held on October 11, 2023, a proposal was approved that Class A ordinary shares will be issued to holders of Class B ordinary shares
upon the exercise of the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert
such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior
to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment”). No such conversions
have been made as of the date of this filing. Further, Class A ordinary shares do not possess redemption rights. The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party (other than the Company’s registered public accounting firm) for
services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into
a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share or (ii)
the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per
Public Share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes.
This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any
and all rights to seek access to the Trust Account, nor will it apply to any claims under the Company’s indemnity of the underwriters
of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”).
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s Sponsor will
not be responsible to the extent of any liability for such third party claims. Merger Agreement – Longevity (termination) On January 25, 2023, the Company entered into
an Agreement and Plan of Merger (the “Longevity Merger Agreement”), by and among Longevity Biomedical, Inc., a Delaware corporation
(“Longevity”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Holdco”),
Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Denali Merger Sub”),
Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Longevity Merger Sub”),
and Bradford A. Zakes, solely in the capacity as seller representative (the “Seller Representative”). Pursuant to the Longevity Merger Agreement, the
parties thereto will enter into a business combination transaction (the “Longevity Business Combination” and, together with
the other transactions contemplated by the Longevity Merger Agreement, the “Transactions”), pursuant to which, among other
things, immediately following the consummation of the acquisitions by Longevity of each of Cerevast Medical, Inc., Aegeria Soft Tissue
LLC, and Novokera LLC, (i) Denali Merger Sub will merge with and into the Company (the “Denali Merger”), with the Company
as the surviving entity of the Denali Merger, and (ii) Longevity Merger Sub will merge with and into Longevity (the “Longevity Merger”),
with Longevity as the surviving company of the Longevity Merger. Following the Denali Merger and Longevity Merger, each of Longevity and
the Company will be a subsidiary of Holdco, and Holdco will become a publicly traded company. At the closing of the Transactions (the
“Closing”), Holdco will change its name to Longevity Biomedical, Inc., and its common stock is expected to list on the Nasdaq
Global Market under the ticker symbol “LBIO.” On June 26, 2024, pursuant to Section 11.1(a)
of the Longevity Merger Agreement, the parties entered into a termination agreement (the “Termination Agreement”) pursuant
to which the Longevity Merger Agreement was terminated effective as of the date of the Termination Agreement (the “Termination”).
Denali and its sponsor intend to seek alternative ways to consummate an initial business combination. As a result of the Termination Agreement, the
Longevity Merger Agreement will be of no further force and effect (other than certain customary limited provisions that survive the termination
pursuant to the terms of the Longevity Merger Agreement) and ancillary agreements entered into in connection with the Longevity Merger
Agreement including (a) the voting and support agreement, pursuant to which the sole stockholder Longevity has agreed to, among other
things, (i) vote in favor of the Longevity Merger Agreement and the transactions contemplated thereby and (ii) be bound by certain other
covenants and agreements related to the Transactions and (b) the voting and support agreement, by an among the Company, Longevity, and
the Sponsor, pursuant to which the Sponsor agreed (i) to vote in favor of the proposed transactions contemplated by the Longevity Merger
Agreement, (ii) to appear at the extraordinary meeting for purposes of constituting a quorum, (iii) to vote against any proposals that
would materially impede the proposed transactions contemplated by the Longevity Merger Agreement, (iv) to not redeem any Class A ordinary
shares held by it that may be redeemed and (v) to waive any adjustment to the conversion ratio set forth in the Company’s amended
and restated memorandum and articles of association with respect to the Class B ordinary shares held by the Sponsor, will also automatically
terminate in accordance with their respective terms. As a result of the termination of the Longevity Merger Agreement, on August 9, 2024,
Holdco filed a Form RW to withdraw its registration statement on Form S-4, as amended, initially filed with the SEC on March 29, 2023. Merger Agreement – Semnur On August 30, 2024, the Company entered into an
agreement and plan of merger (the “Merger Agreement”) with Semnur Pharmaceuticals, Inc. (“Semnur”), a Delaware
corporation and wholly owned subsidiary of Scilex Holding Company (“Scilex”), and Denali Merger Sub Inc., a Delaware corporation
and wholly owned subsidiary of the Company (“Merger Sub”). Subject to the terms and conditions set forth
in the Merger Agreement, the total consideration to be paid at Closing by the Company to Semnur’s equity holders will be an amount
equal to the quotient of (a) $2,500,000,000 divided by (b) $10.00, and will be payable in New Semnur Common Shares. In accordance with
the terms and subject to the conditions of the Merger Agreement, following the Domestication and at the effective time of the Merger (the
“ Effective Time Other Agreements The Merger Agreement contemplates the execution
of various additional agreements and instruments, on or before the closing of the Merger, including, among others, the following: Sponsor Support Agreement Concurrently with the execution of the Merger
Agreement, the Sponsor and each of the Company’s directors and executive officers entered into a sponsor support agreement with
the Company and Semnur (the “Sponsor Support Agreement”), pursuant to which the Sponsor and each of Company’s directors
and executive officers has agreed to, among other things: (i) vote in favor of the Parent Shareholder Approval Matters (as defined in
the Merger Agreement) and in favor of any proposal in respect of an Extension Amendment (as such terms are defined in the Merger Agreement);
(ii) vote against (or otherwise withhold written consent of, as applicable) any “Business Combination” (as such term is defined
in Denali’s organizational documents) or any proposal relating thereto (in each case, other than as contemplated by the Merger Agreement);
(iii) vote against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination,
sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than
the Merger Agreement and the transactions contemplated thereby); (iv) vote against (or otherwise withhold written consent of, as applicable)
any change in the business, management or board of directors of the Company (other than in connection with the Merger Agreement and the
transactions contemplated thereby); and (v) vote against (or otherwise withhold written consent of, as applicable) any proposal, action
or agreement that would (a) impede, frustrate, prevent or nullify any provision of the Sponsor Support Agreement or the Merger Agreement
or any of the transactions contemplated thereby, (b) result in a breach in any respect of any covenant, representation, warranty or any
other obligation or agreement of Denali or Merger Sub under the Merger Agreement, (c) result in any of the conditions set forth in Article
VIII of the Merger Agreement not being fulfilled or (d) change in any manner the dividend policy or capitalization of, including the voting
rights of any class of capital stock of, the Company. Under the terms of the Sponsor Support Agreement, the Sponsor also agreed to certain
standstill provisions with respect to the ordinary shares and other equity securities of the Company held by the Sponsor. Stockholder Support Agreement Concurrently with the execution of the Merger
Agreement, the Company, Semnur and Scilex (as the sole stockholder of Semnur) entered into a company stockholder support agreement (the
“Stockholder Support Agreement”), pursuant to which Scilex agreed to, among other things: (i) appear at any meeting of Semnur’s
stockholders related to the transactions contemplated by the Merger Agreement, or otherwise cause its shares of Semnur common stock to
be counted as present thereat for the purpose of establishing a quorum; (ii) vote (or execute and return an action by written consent),
or cause to be voted at any such meeting of Semnur’s stockholders (or validly execute and return and cause such consent to be granted
with respect to), all of its shares of Semnur common stock in favor of the Merger Agreement and the Business Combination; (iii) authorize
and approve any amendment to Semnur’s certificate of incorporation or bylaws that is deemed necessary or advisable by Semnur for
purposes of effecting the Business Combination; and (iv) vote (or execute and return an action by written consent), or cause to be voted
at any such meeting of Semnur’s stockholders (or validly execute and return and cause such consent to be granted with respect to),
all of its shares of Semnur common stock against any other action that would reasonably be expected to (a) impede, interfere with, frustrate,
delay, postpone or adversely affect the Business Combination, (b) result in a breach of any covenant, representation or warranty or other
obligation or agreement of Semnur under the Merger Agreement or (c) result in a breach of any covenant, representation or warranty or
other obligation or agreement of Scilex contained in the Stockholder Support Agreement. Sponsor Interest Purchase Agreement In connection with the execution and delivery
of the Merger Agreement, the Sponsor and Scilex entered into a Sponsor Interest Purchase Agreement (the “SIPA”) dated August
30, 2024 (the “Signing Date”). Pursuant to the SIPA, Scilex agreed to purchase 500,000 Class B ordinary shares, par value
$0.0001 per share (the “Purchased Interests”), of the Company that are currently held by the Sponsor. The aggregate consideration
for the purchase and sale of the Purchased Interests is as follows: (i) $2,000,000 (the “Cash Consideration”) and (ii) 300,000
shares of common stock, par value $0.0001 per share, of Scilex (the “Scilex Shares”). Pursuant to the SIPA, Scilex has paid
the Cash Consideration on the Signing Date and has agreed to issue the Scilex Shares to the Sponsor contingent upon and following the
occurrence of the Effective Time. The Purchased Interests will convert automatically, on a one-for-one basis, into one New Semnur Common
Share at the effective time of the Domestication pursuant to the terms of the Merger Agreement. Amended and Restated Registration Rights Agreement The Merger Agreement contemplates that, at or
prior to the closing of the Merger, the Company and Scilex will enter into an amended and restated registration rights agreement (the
“Registration Rights Agreement”), which, among other things, will govern the registration of certain New Semnur Common Shares
for resale and be effective as of the closing of the Merger. Stockholder Agreement Concurrently with the execution of the Merger
Agreement, the Company entered into a Stockholder Agreement with Scilex (the “Stockholder Agreement”). Pursuant to the Stockholder
Agreement, from and after the Effective Time, and for so long as Scilex beneficially owns any New Semnur Preferred Shares, among other
things, (i) Scilex shall have the right, but not the obligation, to designate each director to be nominated, elected or appointed to the
Board of Directors of New Semnur (“New Semnur Board”) (each, a “Stockholder Designee” and collectively, the “Stockholder
Designees”), regardless of (i) whether such Stockholder Designee is to be elected to the New Semnur Board at a meeting of stockholders
called for the purpose of electing directors (or by consent in lieu of meeting) or appointed by the New Semnur Board in order to fill
any vacancy created by the departure of any director or increase in the authorized number of members of the New Semnur Board, or (ii)
the size of the New Semnur Board, and New Semnur will be required to take all actions reasonably necessary, and not otherwise prohibited
by applicable law, to cause each Stockholder Designee to be so nominated, elected or appointed to the New Semnur Board as more fully described
in the Stockholder Agreement. Scilex shall also have the right to designate a replacement director for any Stockholder Designee that has
been removed from the New Semnur Board and the right to appoint a representative of Scilex to attend all meetings of the committees of
the New Semnur Board. The Stockholder Agreement also provides that New Semnur will be prohibited from taking certain actions without the
consent of Scilex. Such actions include, among other things, amendments to the certificate of designations designating the New Semnur
Preferred Shares, increases or decreases in the size of the New Semnur Board, the incurrence of certain amounts of indebtedness and the
payment of dividends on New Semnur Common Shares. In addition, the Stockholder Agreement provides that New Semnur will be prohibited fro |
