REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2021, is made and entered into by and among TradeUP Acquisition Corp, a Delaware corporation (the “Company”), TradeUP Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Tradeup INC., a Delaware corporation (together with the Sponsor, the “Founders”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
4,000,000 Units TRADEUP ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York
EF Hutton, division of Benchmark Investments, LLC (previously known as Kingswood Capital Markets, division of Benchmark Investments, Inc.)
WARRANT AGREEMENT between TRADEUP ACQUISITION CORP. and VSTOCK TRANSFER, LLC Dated July 14, 2021Warrant Agreement • July 19th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated July 14, 2021, is by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • July 19th, 2021 • TradeUP Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 14, 2021, by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 7th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
COMMON STOCK PURCHASE AGREEMENT Dated as of April 20, 2023 by and between TRADEUP ACQUISITION CORP. andCommon Stock Purchase Agreement • April 24th, 2023 • TradeUP Acquisition Corp. • Biological products, (no disgnostic substances) • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 20, 2023 (the “CSPA Date”), by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and TradeUP Acquisition Corp., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2023 • TradeUP Acquisition Corp. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 20, 2023 (the “RRA Date”), is by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and TradeUP Acquisition Corp., a Delaware corporation limited by shares (the “Company”).
TRADEUP ACQUISITION CORP. New York, New York 10022TradeUP Acquisition Corp. • February 19th, 2021 • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 230,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) in ourselves, TradeUP Acquisition Corp., a Delaware corporation (the “Company”), among which, up to 30 shares of Common Stock are subject to forfeiture pending the exercise of the over-allotment option granted to the underwriter in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Form of Indemnification AgreementForm of Indemnification Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances)
This Indemnification Agreement (this “Agreement”) is entered into as of September 29, 2023 (the “Effective Date”) by and between Estrella Immunopharma, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
US Tiger Securities, Inc. [ ] [ ] [_______ ___], 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. [ ] [ ] [_______ ___], 2021 R.F. Lafferty & Co., Inc. [ ] [ ] [_______ ___], 2021TradeUP Acquisition Corp. • May 7th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby TradeUP Acquisition Corp., a Delaware corporation (the “Company”), has requested US Tiger Securities, Inc., Kingswood Capital Markets, division of Benchmark Investments, Inc. and R.F. Lafferty & Co., Inc. (the “Advisors”) to assist it in connection with the Company merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-253322), as amended, filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
AGREEMENT AND PLAN OF MERGER dated as of September 30, 2022 by and among TRADEUP Acquisition Corp., TRADEUP MERGER SUB INC. and ESTRELLA BIOPHARMA, INC.Agreement and Plan of Merger • October 3rd, 2022 • TradeUP Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of September 30, 2022, is entered into by and among TradeUP Acquisition Corp., a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), Tradeup Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Estrella Biopharma, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
TradeUP Acquisition Corp. New York, NY 10022Letter Agreement • July 19th, 2021 • TradeUP Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among TradeUP Acquisition Corp., a Delaware corporation (the “Company”), US Tiger Securities, Inc., EF Hutton, division of Benchmark Investments Inc. and R.F. Lafferty & Co., Inc., as the representatives of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 4,000,000 of the Company’s units (including up to 600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. No fractional warrants
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances) • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of September 29, 2023, is made by and between Estrella Immunopharma, Inc. a Delaware corporation (the “Company”), and Cheng Liu (“Executive”). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date (as defined below).
ASSIGNMENT OF STOCK AGREEMENTAssignment of Stock Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This ASSIGNMENT OF STOCK AGREEMENT (this “Agreement”), effective as of the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as of September 30, 2022, by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), TradeUP Acquisition Corp., a Delaware corporation (the “SPAC”), and TradeUp Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of the SPAC (“Merger Sub”) (as may be amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”)), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving such merger as a direct wholly-owned subsidiary of the SPAC (the “Merger”), is by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang (each, a “Transferor”), Smart Crest International Limited, a Hong Kong company (the “Transferee”) and the Company. Capitalized terms used but not defined herein shall have the meanings ascribed
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 19th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of July 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and TradeUP Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Tradeup INC., a Delaware corporation (together with the Sponsor, the “Purchasers”).
JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”).
LICENSE AGREEMENTLicense Agreement • June 30th, 2023 • TradeUP Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
This License Agreement (this “Agreement”), dated as of June 28, 2022 (the “Effective Date”), is entered into by and among, on the one hand, Eureka Therapeutics, Inc., a Delaware corporation (“Eureka US”), and Eureka Therapeutics (Cayman), Inc., an exempted company established under the laws of the Cayman Islands and a wholly-owned subsidiary of Eureka US (“Eureka Cayman”) (Eureka US and Eureka Cayman, collectively, “Eureka”), and, on the other hand, Estrella Biopharma, Inc., a Delaware corporation (“Licensee”). Eureka and Licensee are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • September 20th, 2023 • TradeUP Acquisition Corp. • Biological products, (no disgnostic substances)
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 14, 2023 by and between TradeUP Acquisition Corp., a Delaware corporation (“UPTD”), and the undersigned subscriber (the “Investor”).
ContractSubscription Agreement • July 1st, 2021 • TradeUP Acquisition Corp. • Blank checks
THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF MEMBERSHIP INTERESTS RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED NONE MAY BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. ACCORDINGLY, YOU MUST KEEP THIS AGREEMENT CONFIDENTIAL AND MAY NOT MAKE OR PROVIDE A COPY OF THIS AGREEMENT OR ANY RELATED DOCUMENTS TO ANYONE OTHER THAN YOUR O
JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”).
SUPPORT AGREEMENTSupport Agreement • October 3rd, 2022 • TradeUP Acquisition Corp. • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2022, by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), TradeUP Acquisition Corp., a Delaware corporation (“Acquiror”), TradeUP Acquisition Sponsor LLC, a Delaware limited liability company, and Tradeup INC., a Delaware corporation (each a “Sponsor” and collectively, the “Sponsors”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, the “Insiders” and together with the Sponsors, the “Founder Holders”).
AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • June 30th, 2023 • TradeUP Acquisition Corp. • Biological products, (no disgnostic substances)
This Amendment No. 2 To License Agreement (this “Amendment”), effective as of March 1, 2023 (the “Second Amendment Date”), is entered into by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) and Estrella Biopharma, Inc., a Delaware corporation (“Estrella”). Eureka and Estrella are referred to in this Amendment individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 1, 2023 (the “Amendment Effective Date”), by and between Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and Jiandong Xu (the “Executive” and, together with the Company, the “Parties”).
CONTRIBUTION AGREEMENTContribution Agreement • October 18th, 2022 • TradeUP Acquisition Corp. • Blank checks • Delaware
This Contribution Agreement (this “Agreement”) is made and entered into as of June 28, 2022 (the “Effective Date”), by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”), and Estrella Biopharma, Inc., a wholly owned subsidiary of Eureka and a Delaware corporation (“Estrella”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • February 3rd, 2023 • TradeUP Acquisition Corp. • Biological products, (no disgnostic substances)
This Amendment No. 1 To License Agreement (this “Amendment”), effective as of October 1, 2022 (the “First Amendment Date”), is entered into by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) and Estrella Biopharma, Inc., a Delaware corporation (“Estrella”). Eureka and Estrella are referred to in this Amendment individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 26th, 2023 • TradeUP Acquisition Corp. • Biological products, (no disgnostic substances) • New York
This Amendment to Common Stock Purchase Agreement (this “Amendment”), dated as of April 26, 2023, is made and entered into by and between TradeUP Acquisition Corp. (the “Company”) and White Lion Capital, LLC (the “Investor”).
COLLABORATION AGREEMENTCollaboration Agreement • October 18th, 2022 • TradeUP Acquisition Corp. • Blank checks • Delaware
THIS COLLABORATION AGREEMENT (this “Agreement”) is made effective as of October 29, 2021 (the “Effective Date”) by and between EUREKA THERAPEUTICS, INC., a Delaware corporation having an address at 5858 Horton Street, Suite 170, Emeryville, CA 94608 USA (“Eureka”), and IMUGENE LIMITED, a Australian corporation with a place of business at Suite 804, Level 8, 37 Bligh Street, Gadigal Country, Sydney, NSW, 2000 Australia (“Imugene”). Eureka and Imugene are each hereafter referred to individually as a “Party” and together as the “Parties.”
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • July 19th, 2021 • TradeUP Acquisition Corp. • Blank checks
This Securities Assignment Agreement is dated as of July 14, 2021 (this “Assignment”), by and among Tradeup INC., a Delaware corporation, TradeUP Acquisition Sponsor LLC, a Delaware limited liability company (collectively with Tradeup INC., the “Sellers”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 1, 2023 (the “Amendment Effective Date”), is made and entered into by and between Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and Qian Yang (the “Executive” and, together with the Company, the “Parties”).
TRUST AMENDMENTInvestment Management Trust Agreement • January 5th, 2023 • TradeUP Acquisition Corp. • Biological products, (no disgnostic substances) • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 29, 2022, by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated July 14, 2021, by and between the parties hereto (the “Trust Agreement”).
AMENDMENT NO. 1 TO SERVICES AGREEMENTServices Agreement • February 3rd, 2023 • TradeUP Acquisition Corp. • Biological products, (no disgnostic substances)
This Amendment No. 1 To Services Agreement (this “Amendment”), effective as of October 1, 2022 (the “First Amendment Date”), is entered into by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) and Estrella Biopharma, Inc., a Delaware corporation (“Estrella”). Eureka and Estrella are referred to in this Amendment individually as a “Party” and collectively as the “Parties”.
TRUST AMENDMENTInvestment Management Trust Agreement • July 19th, 2023 • TradeUP Acquisition Corp. • Biological products, (no disgnostic substances) • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July17, 2023, by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated July 14, 2021, as further amended on December 29, 2022, by and between the parties hereto (the “Trust Agreement”).
JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2022 • TradeUP Acquisition Corp. • Blank checks • California
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of May 27, 2022 (the "Effective Date"), is made by and between Estrella Biopharma, Inc. a Delaware corporation (the "Company"), and Jiandong Xu ("Executive"). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 1, 2023 (the “Amendment Effective Date”), by and between Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and Cheng Liu (the “Executive” and, together with the Company, the “Parties”).
