Exhibit 1.1
4,000,000 Units
TRADEUP ACQUISITION CORP.
UNDERWRITING AGREEMENT
June [ ], 2021
US Tiger Securities, Inc.
Kingswood Capital Markets, division of Benchmark Investments, LLC
X.X. Xxxxxxxx & Co., Inc.
As Representative of the Underwriters named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, TradeUP Acquisition Corp., a Delaware corporation
(“Company”), hereby confirms its agreement with US Tiger Securities, Inc., Kingswood Capital Markets, division of Benchmark
Investments, LLC and X.X. Xxxxxxxx & Co., Inc. (hereinafter referred to as “you” or the “Representatives”)
and with the other underwriters named on Schedule A hereto for which you are acting as representatives (the Representatives and the other
Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”),
as follows:
1. Purchase and Sale of Securities.
1.1. Firm Securities.
1.1.1. Purchase of
Firm Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein
set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of 4,000,000
units (the “Firm Units”) of the Company at a purchase price (net of discounts and commissions) of $9.80 per Firm
Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite
their respective names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts
and commissions) of $9.80 per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered
initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists
of one (1) share of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) and one-half (1/2)
of one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common Stock. The Common Stock and the
Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the
Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the
Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on
Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the
Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will
begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company
reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission
on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing
when such separate trading shall begin. Each whole Warrant entitles the holder to purchase one (1) share of Common Stock at an
exercise price of $11.50 per share during the period commencing on the later of (a) the closing of a Business Combination (as
defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary
of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any
acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the
assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more
businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written
notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the
Common Stock has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on
the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current
registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on
the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As
used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which
national banks in New York, New York are not open for business.
1.1.2. Payment and Delivery.
Delivery and payment for the Firm Units shall be made by 1:00 P.M., New York time, on the second (2nd) Business Day following the Effective
Date of the Registration Statement (or the third (3rd) Business Day following the Effective Date, if the Registration Statement is declared
effective on or after 4:00 p.m., New York time) or at such earlier time as shall be agreed upon by the Representative and the Company
at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The closing
of the public offering contemplated by this Agreement is referred to herein as the “Closing” and the hour and date
of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment for the Firm Units
shall be made on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or by certified
or bank cashier’s check(s) in New York Clearing House funds. $40,000,000, or $10.00 per Firm Unit, of the proceeds received by the
Company for the Firm Units and from the Private Placement (as defined in Section 1.4) shall be deposited in the trust account
established by the Company for the benefit of the public shareholders as described in the Registration Statement (the “Trust
Account”) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”). The
proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid
to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters)
representing the Firm Units (or through the facilities of The Depository Trust Company (“DTC”)) for the account of
the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative
may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representative to examine
and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated
to sell or deliver the Firm Units except upon tender of payment by the Representative for all of the Firm Units.
1.2. Over-Allotment Option.
1.2.1. Option Units.
For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Underwriters are hereby
granted, severally and not jointly, an option to purchase up to an additional 600,000 units from the Company (the “Over-allotment
Option”). Such additional 600,000 units shall be identical in all respects to the Firm Units and are hereinafter referred to
as “Option Units.” The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,”
and the Units, the Common Stock and the Warrants included in the Units, and the Common Stock issuable upon exercise of the Warrants are
hereinafter referred to collectively as the “Public Securities” or the “Securities.” The purchase
price to be paid for the Option Units (net of discounts and commissions) will be $9.80 per Option Unit. The Option Units are to be offered
initially to the public at the offering price of $10.00 per Option Unit.
1.2.2. Exercise of Option.
The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at
any time) or any part (from time to time) of the Option Units within forty-five (45) days after the Effective Date. The Underwriters will
not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option
granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing
by overnight mail, e-mail or facsimile transmission setting forth the number of Option Units to be purchased and the date and time for
delivery of and payment for the Option Units, which will not be later than five (5) Business Days after the date of the notice or such
other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place
or in such other manner as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units
does not occur on the Closing Date, the date and time of the closing for such Option Units will be as set forth in the notice (hereinafter
the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey
to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the
number of Option Units specified in such notice.
1.2.3. Payment and Delivery.
Delivery and payment for the Option Units shall be made at 1:00 P.M., New York time, on the Option Closing Date or at such earlier time
as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be
agreed upon by the Representative and the Company. Payment for the Option Units shall be made on the Option Closing Date (or at such earlier
time as shall be agreed upon by the Representative and the Company) at the Representative’s election by wire transfer in Federal
(same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, by deposit of the sum of $10.00 per
Option Unit of the proceeds received by the Company for the Option Units and from the Private Placement (as defined in Section
1.4) shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative of certificates (in
form and substance satisfactory to the Underwriters) representing the Option Units (or through the facilities of DTC) for the account
of the Underwriters. The Option Units shall be registered in such name or names and in such authorized denominations as the Representative
may request not less than one (1) Business Day prior to the Option Closing Date and will be made available to the Representative for inspection,
checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) full Business
Day prior to such Closing Date or Option Closing Date.
1.3. Reserved.
1.4. Private Placement.
1.4.1. Placement Shares. Simultaneously
with the Closing, TradeUP Acquisition Sponsor LLC and Tradeup INC. shall purchase from the Company pursuant to the Subscription
Agreements (as defined in Section 2.24.2 hereof) an aggregate of 295,000 shares of Class A common stock (the “Placement Shares”)
at a purchase price of $10.00 per Placement Share (the “Private Placement”). There will be no placement agent in the
Private Placements and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Shares.
1.4.2. Additional Placement
Shares. Simultaneously
with the Option Closing, TradeUP Acquisition Sponsor LLC and Tradeup INC. shall purchase from the Company pursuant to the Subscription
Agreement an additional number of Placement Shares (up to a maximum of 24,000 Placement Shares) pro rata with the amount of the Over-allotment
Option exercised by the Representative so that at least $10.00 per Firm Unit and Option Unit sold to the public in the Offering is held
in trust regardless of whether the Over-allotment Option is exercised in full or part (the “Additional Placement Shares”),
at a purchase price of $10.00 per Additional Placement Shares in a private placement (the “Additional Private Placement”).
There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance
from the sale of the Additional Placement Shares.
1.5 Qualified
Independent Underwriter. The Company hereby confirms its engagement of X.X. Xxxxxxxx & Co., Inc. (“Xxxxxxxx”)
and Xxxxxxxx hereby confirms its agreement with the Company to render services as a “qualified independent underwriter” within
the meaning of Rule 5121 of the Rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the
Offering. Xxxxxxxx, solely in its capacity as the “qualified independent underwriter” with respect to the Offering, and not
otherwise, is referred to herein as the “QIU.”
2. Representations and Warranties of the
Company. The Company represents and warrants to the Underwriters as follows:
2.1. Filing of Registration Statement.
2.1.1. Pursuant to
the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement and an amendment or amendments thereto, on Form S-1 (File No. 333-253322), including any related preliminary prospectus,
for the registration of the Securities under the Securities Act of 1933, as amended (the “Act”), which
registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the
requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The
conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such form, have
been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on
file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements,
schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part
thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration
Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if
applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of
the Regulations filed with the Commission pursuant to Rule 424 of the Regulations) is hereinafter called the
“Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00
p.m., New York City time, on the date of this Agreement and the “Time of Sale Prospectus” shall mean (i) the
Preliminary Prospectus dated [ ], relating to the Offering (the “Preliminary Prospectus”) and (ii) the Time of
Sale information, if any, set forth on Schedule B hereto, taken as a whole. If the Company has filed, or is required pursuant to the
terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering the Securities (a
“Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term
“Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule
462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration
Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Act pursuant to
the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act
with the filing of such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission
on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that the Time of
Sale Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, and have agreed to provide an
opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, the
Time of Sale Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the
first such new purchase contract.
2.1.2. Pursuant to the
Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-[ ]) providing for the registration under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Common Stock and the Warrants.
The registration of the Units, the Common Stock and Warrants under the Exchange Act has been declared effective by the Commission on the
date hereof.
2.2. No Stop Orders,
Etc. Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority has issued any order
or threatened to issue any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any part thereof,
or has instituted or, to the best of the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
2.3. Disclosures in
Registration Statement.
2.3.1. 10b-5
Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations)
of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and the Prospectus did or will
in all material respects conform to the requirements of the Act and the Regulations. On the Effective Date, the Registration Statement
did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of
a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The Prospectus, as of its date and as of the Closing Date and the Option Closing Date, if any, did not
and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section
2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished
to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement or the Prospectus
or any amendment thereof or supplement thereto. It is understood that the following identified statements set forth in the Prospectus
under the heading “Underwriting (Conflicts of Interest)” constitute, for the purposes of this Agreement, information furnished
by the Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting (Conflicts
of Interest)”, (ii) the subsections titled “Pricing of Securities”, “Regulatory Restriction on Purchase
of Securities”, “Electronic Distribution”, “Other Activities and Relationship” included in the section captioned
“Underwriting(Conflicts of Interest)”, and (iii) each of the notices to investors in the
subsection captioned “Selling Restrictions.”
2.3.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Preliminary Prospectus and the
Prospectus conform to the descriptions thereof contained therein and there are no agreements or other documents required to be
described in the Registration Statement, the Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits
to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized
or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is
referred to in the Registration Statement, the Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii)
is material to the Company’s business, has been duly and validly executed by the Company, is in full force and effect in all
material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in
accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be
limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought, and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the
Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s knowledge, no event has
occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the
Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result
in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or
court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation,
those relating to environmental laws and regulations.
2.3.3. Prior Securities
Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person
or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except
as disclosed in the Registration Statement.
2.3.4. Regulations.
The disclosures in the Registration Statement, the Preliminary Prospectus and the Prospectus concerning the effects of Federal, state
and local regulation on the Company’s business as currently contemplated fairly summarize, to the best of the Company’s knowledge,
such effects.
2.4. Changes After
Dates in Registration Statement.
2.4.1. No Material Adverse
Change. Except as contemplated in the Prospectus, since the respective dates as of which information is given in the Registration
Statement, the Preliminary Prospectus and/or the Prospectus, except as otherwise specifically stated therein: (i) there has been no material
adverse change in the condition, financial or otherwise, or business prospects of the Company; (ii) there have been no material transactions
entered into by the Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s board of directors
or management has resigned from any position with the Company; and (iv) no event or occurrence has taken place which materially impairs,
or would likely materially impair, with the passage of time, the ability of the members of the Company’s board of directors or management
to act in their capacities with the Company as described in the Registration Statement and the Prospectus.
2.4.2. Recent Securities
Transactions, Etc. Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company
has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared
or paid any dividend or made any other distribution on or in respect to its capital stock.
2.5. Independent
Accountants. To the best of the Company’s knowledge, Xxxxxxxx LLP (“Xxxxxxxx”), whose report is filed
with the Commission as part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus and
the Prospectus, are independent accountants as required by the Act and the Regulations and the Public Company Accounting Oversight
Board (including the rules and regulations promulgated by such entity, the “PCAOB”). To the best of the
Company’s knowledge, Xxxxxxxx is duly registered and in good standing with the PCAOB. Xxxxxxxx has not, during the periods
covered by the financial statements included in the Registration Statement and the Prospectus, provided to the Company any non-audit
services, as such term is used in Section 10A(g) of the Exchange Act.
2.6. Financial Statements;
Statistical Data.
2.6.1. Financial Statements.
The financial statements, including the notes thereto and supporting schedules, included in the Registration Statement, the Preliminary
Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company at the dates and for
the periods to which they apply; and such financial statements have been prepared in conformity with generally accepted accounting principles,
consistently applied throughout the periods involved. To the best of the Company’s knowledge, no other financial statements or supporting
schedules are required to be included or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus.
The Registration Statement, the Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements,
obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that
may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations,
liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. To the best of the Company’s
knowledge, there are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement
and the Prospectus in accordance with Regulation S-X which have not been included as so required.
2.6.2. Statistical Data.
The statistical, industry-related and market-related data included in the Registration Statement, the Preliminary Prospectus and the Prospectus
are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, and such data
agree with the sources from which they are derived.
2.7. Authorized Capital;
Options, Etc. The Company had at the date or dates indicated in the Registration Statement, the Preliminary Prospectus and the Prospectus,
as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Preliminary
Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Preliminary Prospectus and the Prospectus,
the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated
by, the Registration Statement, the Preliminary Prospectus and the Prospectus, on the Effective Date and on the Closing Date and the Option
Closing Date, if any, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued
shares of Common Stock or any security convertible into shares of Common Stock, or any contracts or commitments to issue or sell shares
of Common Stock or any such options, warrants, rights or convertible securities.
2.8. Valid Issuance
of Securities, Etc.
2.8.1. Outstanding Securities.
All issued and outstanding securities of the Company (including, without limitation, the Placement Shares and the Additional Placement
Shares) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued
in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.
The Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the Preliminary
Prospectus and the Prospectus. Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and the
Time of Sale Prospectus, all offers and sales of the outstanding shares of Common Stock were at all relevant times either registered
under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers
of such shares of Common Stock, exempt from such registration requirements.
2.8.2. Securities Sold
Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and, when issued and paid for in accordance
with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal
liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any
security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization,
issuance and sale of the Securities have been duly and validly taken. The Securities conform in all material respects to all statements
with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.
2.8.3. Placement Shares.
The Placement Shares and the Additional Placement Shares have been
duly authorized and reserved for issuance and, when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement
Shares and the Additional Placement Shares are not and will not be subject to the preemptive rights of any holders of any security of
the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization,
issuance and sale of the Placement Shares and the Additional Placement Shares have been duly and validly taken. The Placement Shares
and the Additional Placement Shares are enforceable against the Company in accordance with their respective terms, except: (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;
(ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought.
2.8.4. No Integration.
Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and the Time of Sale Prospectus, neither
the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be
“integrated” pursuant to the Act or the Regulations with the offer and sale of the Public Securities pursuant to the Registration
Statement.
2.9. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus, no holders
of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the
right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration
statement to be filed by the Company.
2.10. Validity and
Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust
Agreement, the Subscription Agreements (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined
in Section 2.24.3 hereof) and the Business Combination Marketing Agreement (as defined in Section 2.24.4 hereof)
have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the
Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may
be brought.
2.11. No Conflicts,
Etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust Agreement, the Business
Combination Marketing Agreement, the Subscription Agreements and the Registration Rights Agreement, the consummation by the Company of
the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not,
with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms
and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company
is a party; (ii) result in any violation of the provisions of the second amended and restated certificate of incorporation or the bylaws
of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or
court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.
2.12. No Defaults;
Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license,
contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation
for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound
or to which any of the properties or assets of the Company is subject. The Company is not in violation of any material agreement, license,
permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction
over the Company or any of its properties or businesses, except for such violations which would not reasonably be expected to have a material
adverse effect on the Company. The Company is not in violation of any term or provision of its second amended and restated certificate
of incorporation or its bylaws.
2.13. Corporate Power;
Licenses; Consents.
2.13.1. Conduct of Business.
The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business for
the purposes described in the Registration Statement, the Preliminary Prospectus and the Prospectus. To the Company’s knowledge,
the disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state and local regulation on the
Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other
than in connection with and in furtherance of the Offering.
2.13.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the
provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been
obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the
valid issuance, sale and delivery of the Securities and the consummation of the transactions and agreements contemplated by this
Agreement, the Warrant Agreement, the Trust Agreement, the Business Combination Marketing Agreement, the Subscription Agreement and
the Registration Rights Agreement and as contemplated by the Prospectus, except with respect to applicable federal and state
securities laws and the rules and regulations promulgated by FINRA.
2.14. Questionnaires.
To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed
by the Company’s shareholders immediately prior to the Offering (the “Initial Shareholders”) and each of the
Company’s officers and directors and provided to the Underwriters is true and correct and the Company has not become aware of any
information which would cause the information disclosed in the questionnaires completed by each Initial Shareholder, officer or director
to become inaccurate and incorrect.
2.15. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending or, to the best of the Company’s knowledge, threatened against, or involving the Company or, to the best of the Company’s
knowledge, any Initial Shareholder which has not been disclosed in the Registration Statement, the Questionnaires, the Preliminary Prospectus
and the Prospectus.
2.16. Good Standing.
The Company has been duly organized, is validly existing and is in good standing under the laws of its state of incorporation and is duly
qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property
or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on
the Company.
2.17. No Contemplation
of a Business Combination. Prior to the date hereof, neither the Company nor, to the Company’s knowledge, any of its officers,
directors or Initial Shareholders had, and as of the Closing, will not have had: (i) any specific Business Combination under consideration
or contemplation; or (ii) any substantive interactions or discussions with any target business regarding a possible Business Combination.
2.18. Transactions
Affecting Disclosure to FINRA.
2.18.1. Except as described
in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements, letters of intent, engagement
letters or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Initial Shareholder
with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the
Company’s knowledge, any Initial Shareholder that may affect the Underwriters’ compensation, as determined by the FINRA.
2.18.2. The Company has not
made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or
otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided
capital to the Company; or (ii) any FINRA member participating in the Offering as defined in FINRA Rule 5110(j)(15) (“Participating
Member”) including any associated person or affiliate of any Participating Member, within the twelve (12) months prior to the
Effective Date, other than payments to the Representative.
2.18.3. No officer, director,
or, to the Company’s knowledge, beneficial owner of any class of the Company’s securities (whether debt or equity, registered
or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company
Affiliate”) is a Participating Member, or a person associated or affiliated with a Participating Member, except as disclosed
in FINRA questionnaires completed by such officer, director, or beneficial owner of any class of the Company’s securities and provided
to the Underwriters, or as described in the Preliminary Prospectus and/or the Prospectus,.
2.18.4. Reserved.
2.18.5. No Company Affiliate
has made a subordinated loan to any member of FINRA.
2.18.6. Except as described in the Preliminary Prospectus and/or the Prospectus,
no proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Shares or Additional Placement
Shares will be paid to any Participating Member, except as specifically authorized herein.
2.18.7. Except as described
in the Preliminary Prospectus and/or the Prospectus, the Company has not issued any warrants or other securities, or granted any options,
directly or indirectly to any Participating Member within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8. Except as described
in the Preliminary Prospectus and/or the Prospectus, no person to whom securities of the Company have been privately issued within the
180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with
any Participating Member.
2.18.9. Except with respect
to the Representative and the QIU in connection with the Offering or as described in the Preliminary Prospectus and/or the Prospectus,
the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type
of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement
provides for the receipt of any “underwriting compensation” as defined in FINRA Rule 5110.01.
2.19. Foreign Corrupt
Practices Act. Neither the Company nor any of the Initial Shareholders or any other person acting on behalf of the Company has, directly
or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary
course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental
agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign)
or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder
the business of the Company (or assist it in connection with any actual or proposed transaction) that: (i) might subject the Company to
any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if not given in the past, might have had a
material adverse effect on the assets, business or operations of the Company as reflected in any of the financial statements contained
in the Registration Statement, the Preliminary Prospectus and/or the Prospectus; or (iii) if not continued in the future, might adversely
affect the assets, business, operations or prospects of the Company. The Company’s internal accounting controls and procedures are
sufficient to cause the Company to comply with the Foreign Corrupt Practices Act of 1977, as amended.
2.20. USA PATRIOT
Act. Neither the Company nor, to the Company’s knowledge, any officer, director or Initial Shareholder has violated: (i) the
Bank Secrecy Act, as amended; (ii) the Money Laundering Control Act of 1986, as amended; or (iii) the Uniting and Strengthening of America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, and/or the rules and regulations
promulgated under any such law, or any successor law.
2.21. Officer’s
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or to the Representative’s
counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.22. Warrant Agreement.
The Company has entered into a warrant agreement with respect to the Warrants with VStock Transfer LLC, substantially in the form filed
as an exhibit to the Registration Statement (the “Warrant Agreement”).
2.23. Reserved.
2.24. Agreements with
Officers, Directors and Initial Shareholders.
2.24.1. Insider Letters.
The Company has caused to be duly executed legally binding and enforceable agreements (except: (i) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification,
contribution or non-compete provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought) annexed as exhibits to the Registration Statement (the “Insider Letter”),
pursuant to which each of TradeUP Acquisition Sponsor LLC, the sponsor of the Company (the “Sponsor”), Tradeup INC.,
and the officers, directors and Initial Shareholders of the Company agree to certain matters, including but not limited to, certain matters
described as being agreed to by them under the “Proposed Business” section of the Prospectus.
2.24.2. Subscription Agreements. Tradeup
INC. and the Sponsor have executed and delivered agreements, the form of which is filed as an exhibit to the Registration Statement (the
“Subscription Agreement”), pursuant to which Tradeup INC. and the Sponsor shall purchase from the Company pursuant
to the Subscription Agreements an aggregate of 295,000 Placement Shares (or 319,000 Placement Shares if the over-allotment is exercise
in full) at a purchase price of $10.00 per Placement Share in the Private Placement.
2.24.3. Registration
Rights Agreement. The Company, the Sponsor, Tradeup INC., the Initial Shareholders and the Representatives have entered into a
registration rights agreement (the “Registration Rights Agreement”) substantially in the form filed as an exhibit
to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities,
as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.
2.24.4. Business Combination
Marketing Agreement. The Company and the Representative have entered into a business combination marketing agreement substantially
in the form filed as an exhibit to the Registration Statement (the “Business Combination Marketing Agreement”).
2.25. Investment Management
Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private
Placement, substantially in the form filed as an exhibit to the Registration Statement.
2.26. Covenants Not
to Compete. To the Company’s knowledge, no Initial Shareholder, officer or director of the Company is subject to any non-competition
agreement or non-solicitation agreement with any employer or prior employer which could materially affect his, her or its ability to be
an Initial Shareholder, employee, officer or director of the Company.
2.27. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes
is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act).
2.28. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business
entity.
2.29. Related Party
Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate, on the one
hand, and any director, officer, shareholder, customer or supplier of the Company or any Company Affiliate, on the other hand, which is
required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Preliminary Prospectus and/or
the Prospectus which is not so described and described as required. There are no outstanding loans, advances (except normal advances for
business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the
officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement, the
Preliminary Prospectus and/or the Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit,
or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
2.30. No Influence.
The Company has not offered, or caused the Underwriters to offer, the Units to any person or entity with the intention of unlawfully influencing:
(i) a customer or supplier of the Company or any Company Affiliate to alter the customer’s or supplier’s level or type of
business with the Company or such affiliate; or (ii) a journalist or publication to write or publish favorable information about the Company
or any such affiliate.
2.31. Trading of the
Public Securities on the Nasdaq Capital Market. As of the Effective Date and the Closing Date, the Public Securities will have been
authorized for listing on the Nasdaq Capital Market, subject only to official notice of issuance and evidence of satisfactory distribution.
No proceedings have been instituted or threatened which would affect, and no event or circumstance has occurred as of the Effective Date
which is reasonably likely to affect, the listing of the Public Securities on the Nasdaq Capital Market.
2.32. Definition of
“Knowledge”. As used in this Agreement, the term “knowledge of the Company” (or similar language) shall mean
the knowledge of the officers and directors of the Company who are named in the Prospectus, with the assumption that such officers and
directors shall have made reasonable and diligent inquiry of the matters presented.
3. Covenants of the Company. The Company covenants and
agrees as follows:
3.1. Amendments to
Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration
Statement or Prospectus proposed to be filed after the Effective Date and will not file any such amendment or supplement to which the
Representative shall reasonably object in writing.
3.2. Federal Securities
Laws.
3.2.1. Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use all reasonable efforts to comply with
all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under the Exchange Act, as from
time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with
the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered
under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters,
the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,
or if it is necessary during such period to amend the Registration Statement or amend or supplement the Prospectus to comply with the
Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate
amendment to the Registration Statement or amendment or supplement to the Prospectus (at the expense of the Company) so as to correct
such statement or omission or effect such compliance.
3.2.2. Filing of Final
Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission pursuant
to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange Act
Registration. For a period of five (5) years from the Effective Date, or until such
earlier time upon which the Company is required to be liquidated, the Company will use its commercially reasonable efforts to maintain
the registration of the Units (until the Business Combination), Common Stock and Warrants under the provisions of the Exchange Act. The
Company will not deregister the Units, Common Stock and Warrants under the Exchange Act prior to the Business Combination without the
prior written consent of the Representative.
3.2.4. Xxxxxxxx-Xxxxx
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain
material compliance with each applicable provision of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated
thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with
jurisdiction over the Company.
3.2.5. Blue Sky Filing.
Unless the Public Securities are listed on the Nasdaq Capital Market or another national securities exchange, the Company, at its expense,
will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective,
to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably
designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company
would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction
where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary
or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may be required by the laws
of such jurisdiction.
3.2.6. Delivery to
Underwriters of Prospectuses. The Company will deliver to each of the several Underwriters, without charge, from time to time
during the period when the Prospectus is required to be delivered under the Act or the Exchange Act such number of copies of each
Preliminary Prospectus and the Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably
request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the
Representative two original executed Registration Statements, including exhibits, and all post-effective amendments thereto and
copies of all exhibits filed therewith or incorporated therein by reference and all original executed consents of certified
experts.
3.3. Effectiveness
and Events Requiring Notice to the Representative. The Company will use its all reasonable efforts to cause the Registration Statement
to remain effective and will notify the Representative immediately and confirm the notice in writing of: (i) the effectiveness of the
Registration Statement and any amendment thereto; (ii) the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus
or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) the issuance by any state securities
commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction
or of the initiation, or the threatening, of any proceeding for that purpose; (iv) the mailing and delivery to the Commission for filing
of any amendment or supplement to the Registration Statement or Prospectus; (v) the receipt of any comments or request for any additional
information from the Commission; and (vi) the happening of any event during the period described in Section 3.4 hereof
that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the Preliminary Prospectus and/or
the Prospectus in order to make the statements therein (with respect to the Preliminary Prospectus and the Prospectus, in the light of
the circumstances under which they were made), not misleading. If the Commission or any state securities commission shall enter a stop
order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such
order.
3.4. Review of Financial
Statements. Until the earlier of five (5) years from the Effective Date, or until such earlier date upon which the Company is required
to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but
not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement or filing of
quarterly financial information, if any.
3.5. Affiliated Transactions.
3.5.1. Business Combinations.
The Company will not consummate a Business Combination with any entity which is affiliated with the Sponsor or any of the Company’s
officers and directors unless the Company obtains an opinion from an independent investment banking firm or another independent firm that
commonly renders valuation opinions stating that the Business Combination is fair to the Company’s shareholders from a financial
perspective.
3.5.2. Compensation.
Except as described in the Registration Statement, the Company shall not pay the Sponsor or any of the Company’s officers and directors
or any of their affiliates any fees or compensation from the Company for services rendered to the Company prior to, or in connection with,
the Offering or the consummation of a Business Combination.
3.6. Secondary
Market Trading. In the event the Public Securities are not listed on the Nasdaq Capital Market or another national securities
exchange, the Company will (i) apply to be included in Mergent, Inc. Manual for a period of five (5) years from the consummation of
a Business Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a secondary market trading
exemption for the Company’s securities in such jurisdictions as reasonably requested by the Representative, and (iii) take
such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other
states as may be requested by the Representative; provided that no qualification shall be required in any
jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign
entity doing business in such jurisdiction.
3.7. Financial Public
Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain a financial
public relations firm reasonably acceptable to the Representative for a term to be agreed upon by the Company and the Representative.
3.8. Reports to the
Representative.
3.8.1. Periodic Reports,
Etc. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company will furnish to the Representative and its counsel copies of such financial statements and other periodic and special reports
as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Representative:
(i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy of every press release and every
news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form 8-K or Schedules
13D, 13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five (5) copies of each Registration Statement; and (v) such additional
documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative
may from time to time reasonably request; provided that the Representative shall sign, if requested by the Company, a
Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with
the Representative’s receipt of such information. Documents filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval (“XXXXX”) System shall be deemed to have been delivered to the Representative pursuant to this
section.
3.8.2. Transfer
Sheets. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is
required to be liquidated, the Company shall retain a transfer and warrant agent acceptable to the Representative (the
“Transfer Agent”). In the event the Public Securities are not listed on the Nasdaq Capital Market or another
national securities exchange, the Company will furnish to the Underwriters at the Company’s sole cost and expense such
transfer sheets of the Company’s securities as the Representative may request, including the daily and monthly consolidated
transfer sheets of the Transfer Agent and DTC. Vstock LLC is an acceptable Transfer Agent to the Representative.
3.8.3. Trading Reports.
If the Public Securities are quoted on the OTC Bulletin Board (or any successor trading market) or a market operated by the OTC Market
Group Inc. (or similar publisher of quotations), then during such time the Company shall provide to the Representative, at its expense,
such reports published by the OTC Bulletin Board or the OTC Market Group Inc. relating to price trading of the Public Securities as the
Representative shall reasonably request. In addition to the requirements of the preceding sentence, for a period of two (2) years from
the Closing Date or until such earlier time upon which the Company is required to be liquidated, the Company, at its expense, shall provide
Representative a subscription to the Company’s weekly Depository Transfer Company Security Position Reports.
3.9. Disqualification
of Form S-1. For a period of seven (7) years from the date hereof, the Company will not take any action or actions which may reasonably
be expected to prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Warrants
and the securities underlying the Warrants under the Act.
3.10. Payment of Expenses.
3.10.1. General Expenses Related to the Offering. The Company
hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all
expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the Company’s
legal and accounting fees and disbursements; (ii) if the Public Securities are not listed on the Nasdaq Capital Market or such other national
securities exchange, the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing) and delivering
the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments thereto, post-effective amendments
and supplements thereto, this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or
supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (iii) the printing, engraving,
issuance and delivery of the Units and the shares of Common Stock and Warrants included in the Units, including any transfer or other
taxes payable thereon; (iv) the qualification of the Public Securities under state or foreign securities or Blue Sky laws specified by
Representative, and fees and disbursements for counsel of Representative’s choice retained for such purpose; (v) filing fees (including
SEC filing fees), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (vi) fees
and expenses incurred in registering the Offering with the FINRA; (vii) fees and disbursements of the registrar and transfer and warrant
agent; (viii) the Company’s expenses associated with “due diligence” meetings arranged by the Representatives (none
of which will be received or paid on behalf of Participating Member); and (ix) all costs and expenses associated with “road show”
marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without
limitation, all travel, food and lodging expenses associated with such trips. The Company shall reimburse the Representatives for all
reasonable documented out-of-pocket expenses incurred by the Representative in connection with the Offering, including, without limitation,
its legal fees (less any amounts previously paid), up to an aggregate amount of $75,000. It is acknowledged that the Company already paid
$[ ] to the Representative, which shall be credited against the aggregate amount of $75,000. In addition, the Company will pay X.X. Xxxxxxxx
& Co., Inc. a fee of $75,000 for its services as qualified independent underwriter. The Representatives may deduct from the net proceeds
of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and expenses set forth above
to be paid by the Company to the Representatives and others, as agreed to by the Company in writing.
3.10.2. Fee on Termination
of Offering. Notwithstanding anything contained herein to the contrary, upon termination of the Offering, the Company shall: (A) reimburse
the Representative for, or otherwise pay and bear the expenses and fees to be paid and borne by the Company as provided for in Section
3.10.1 above, as applicable, and (B) reimburse the Representative for the full amount of its accountable out-of-pocket expenses
actually incurred to such date (which shall include, but shall not be limited to, all fees and disbursements of the Representative’s
counsel, travel, lodging and other “road show” expenses, mailing, printing and reproduction expenses, and any expenses incurred
by the Representative in conducting its due diligence, including background checks of the Company’s officers and directors), up
to an aggregate amount of $75,000, less the amounts previously paid and any amounts previously paid to the Representative in reimbursement
for such expenses. If applicable, the Representative shall refund to the Company any portion of any advance previously received by the
Representative which is in excess of the accountable out-of-pocket expenses actually incurred to such date by the Representative.
3.11. Application
of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application
described under the caption “Use of Proceeds” in the Prospectus.
3.12. Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as
practicable, but not later than the first day of the fifteenth (15th) full calendar month following the Effective Date, an earnings
statement (which need not be certified by independent public or independent certified public accountants unless required by the Act
or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at
least twelve (12) consecutive months beginning after the Effective Date.
3.13. Notice to FINRA.
3.13.1. Business Combination.
In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search
for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to the Representative
prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services;
and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered a Participating
Member with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will
be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.
3.13.2. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become
a member of FINRA, it shall promptly notify FINRA.
3.14. Stabilization.
Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to
cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Units.
3.15. Internal Controls.
The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order
to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv)
the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.
3.16. Accountants.
For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain Xxxxxxxx or other firm of independent public accountants that is qualified under the PCAOB.
3.17. Form 8-K.
The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of the Company as of
the Closing Date (the “Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the
Offering and the Private Placement, as well as the proceeds from the exercise of the Over-allotment Option if such exercise has occurred
on the date of the Prospectus. Within three (3) trading days of the Closing Date, the Company will file a Current Report on Form 8-K with
the Commission, which Report shall contain the Audited Financial Statements.
3.18. FINRA. Other
than as disclosed in the Registration Statement, the Company shall advise FINRA if it is aware that any 10% or greater shareholder of
the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Company’s Public
Securities.
3.19. Corporate Proceedings.
All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated
hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
3.20. Investment Company.
The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only in “government securities”
with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company
Act as set forth in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise conduct its business in a manner so
that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it will
be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.21. Business Combination
Announcement. Within four (4) Business Days following the consummation by the Company of a Business Combination, the Company shall
cause an announcement (“Business Combination Announcement”) to be issued by a global press release service announcing
the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters in the Offering
and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions advisor.
The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with
a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the final
approval of the Representative, which approval will not be unreasonably withheld.
3.22. Reserved.
3.23. Press Releases.
The Company agrees that it will not issue press releases or engage in any other publicity, without Representative’s prior written
consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Effective Date.
3.24. Electronic Prospectus.
The Company shall cause to be prepared and delivered to the Representative, at its expense, within one (1) Business Day from the Effective
Date, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic
Prospectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i)
it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the other Underwriters
to offerees and purchasers of the Units for at least the period during which a Prospectus relating to the Units is required to be delivered
under the Act; (ii) it shall disclose the same information as the paper prospectus and the prospectus filed pursuant to XXXXX, except
to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall
be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as
appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative,
that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to
such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms
that it has included or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration
Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative
within the period when a prospectus relating to the Units is required to be delivered under the Securities Act, the Company shall transmit
or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.
3.25. Reservation of Shares. The Company
will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon exercise of the
Warrants outstanding from time to time.
3.26. Private Placement
Proceeds. On or prior to the Closing, the Company shall deposit all of the proceeds from the Private Placement in the Trust Account
and shall provide the Representative with evidence of the same.
3.27. No Amendment
to Charter or Bylaws.
3.27.1. Prior to the closing
of a Business Combination, the Company covenants and agrees it will not seek to amend or modify its second amended and restated certificate
of incorporation or its bylaws without the prior approval of its Board of Directors and the affirmative vote of at least a majority of
the voting power of the Common Stock.
3.27.2. The Company acknowledges
that the purchasers of the Firm Units and the Option Units in the Offering shall be deemed to be third party beneficiaries of this Section
3.27.
3.27.3. The Representative and
the Company specifically agree that this Section 3.27 shall not be modified or amended in any way without the approval
of at least a majority of the voting power of the Common Stock.
3.28. Financial Printer.
The Company shall retain a financial printer, reasonably acceptable to the Representative, for the purpose of facilitating the Company’s
XXXXX filings and the printing of the Preliminary Prospectus and Prospectus.
3.29. Listing on the
Nasdaq Capital Market. The Company will use commercially reasonable efforts to maintain the listing of the Public Securities on the
Nasdaq Capital Market or another national securities exchange until the earlier of five (5) years from the Effective Date or until the
Public Securities are no longer registered under the Exchange Act.
4. Conditions of Underwriters’ Obligations.
The obligations of the several Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing
accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option
Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance
by the Company of its obligations hereunder and to the following conditions:
4.1. Regulatory Matters.
4.1.1. Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 5:00 P.M., New York time, on the
date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing
Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and
no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the
part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Ellenoff Xxxxxxxx &
Schole LLP.
4.1.2. FINRA Clearance.
By the Effective Date, the Representative shall have received a notice of no objection from FINRA as to the terms and arrangements for
acting as, and the amount of compensation allowable or payable to, the Underwriters as described in the Registration Statement.
4.1.3. No Commission
Stop Order. At each of the Closing Date and the Option Closing Date, the Commission has not issued any order or threatened to issue
any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any part thereof, and has not instituted
or threatened to institute any proceedings with respect to such an order.
4.1.4. No Blue Sky Stop
Orders. No order suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 3.3 hereof
shall have been issued on either the Closing Date or the Option Closing Date, and no proceedings for that purpose shall have been instituted
or shall be contemplated.
4.1.5. The Nasdaq Capital
Market. By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Capital Market, subject to official
notice of issuance and evidence of satisfactory distribution.
4.2. Counsel Matters.
4.2.1. Closing Date Opinion
of Company Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxxxx &
Li LLC (“HTFL”), counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters
and in form and substance reasonably satisfactory to the Representative. Each opinion of counsel shall further include a statement (a
“Negative Assurance Letter”) to the effect that such counsel has participated in conferences with officers and other
representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters
at which the contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus and related matters were discussed
and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (except as otherwise set forth in
such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement,
as of the Effective Date, the Time of Sale Prospectus, as of the Time of Sale, or the Prospectus or any amendment or supplement thereto,
as of the date of such opinion, contained or contains any untrue statement of a material fact or omitted or omits to state a material
fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect
to the financial statements and related notes and schedules and other financial, statistical and accounting data included in the Registration
Statement, the Time of Sale Prospectus or the Prospectus). The opinion of counsel shall state that such counsel is not opining as to
the Placement Shares or Additional Placement Shares with respect to any rights to rescind or the effect any exercise of such rights will
have on any other securities of the Company or the Offering.
4.2.2. Option Closing
Date Opinion of Company Counsel. On each Option Closing Date, if any, the Representative shall have received the favorable opinion
of HTFL, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to counsel
to the Representative, confirming, as of each Option Closing Date, the statements made by HTFL in its opinion and in the Negative Assurance
Letter delivered on the Closing Date.
4.2.3. Closing Date
Opinion of Underwriters’ Counsel. On the Closing Date, the Representative shall have received the favorable opinions of Ellenoff
Xxxxxxxx & Schole LLP (“EGS”), counsel to the Underwriters, dated the Closing Date, addressed to the Representative
and the other Underwriters and in form and substance reasonably satisfactory to the Representative. Each opinion of counsel shall further
include a Negative Assurance Letter.
4.2.4. Option Closing
Date Opinion of Underwriters’ Counsel. On each Option Closing Date, if any, the Representative shall have received the favorable
opinion of EGS, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the
Representative, confirming, as of each Option Closing Date, the statements made by EGS in its opinion and in the Negative Assurance Letter
delivered on the Closing Date.
4.2.5. Reliance.
In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United
States and jurisdictions in which they are admitted, upon an opinion or opinions (in form and substance reasonably satisfactory to the
Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters
of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments
of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that
copies of any such statements or certificates shall be delivered to the Underwriters’ counsel if requested.
4.3. Cold Comfort
Letter. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any, the Representative
shall have received a letter, addressed to the Representative and in form and substance satisfactory in all respects (including the nature
of the changes or decreases, if any, referred to in subsection 4.3.3 below) to the Representative from Xxxxxxxx dated, respectively, as
of the date of this Agreement and as of the Closing Date and the Option Closing Date, if any:
4.3.1. Confirming that they
are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable Regulations;
4.3.2. Stating that in their
opinion the financial statements of the Company included in the Registration Statement, the Preliminary Prospectus and the Prospectus
comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations thereunder;
4.3.3. Stating that, on the
basis of limited procedures which included a reading of the latest available minutes of the shareholders and board of directors and the
various committees of the board of directors, consultations with officers and other employees of the Company responsible for financial
and accounting matters and other specified procedures and inquiries, nothing has come to their attention which would lead them to believe
that: (a) at a date not later than five (5) days prior to the Effective Date, the Closing Date or the Option Closing Date, as the case
may be, there was any change in the capital stock or long-term debt of the Company, or any decrease in the shareholders’ equity
of the Company, as compared with amounts shown in the [ ] balance sheet included in the Registration Statement, the Preliminary Prospectus
and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Preliminary Prospectus and the Prospectus,
or, if there was any decrease, setting forth the amount of such decrease; and (b) during the period from [ ] (balance sheet date) to a
specified date not later than five (5) days prior to the Effective Date, the Closing Date or the Option Closing Date, as the case may
be, there was any decrease in net earnings or net earnings per share, in each case as compared with the Statement of Operations for the
period from [ ] (inception) to [ ] included in the Registration Statement and the Prospectus, or, if there was any such decrease, setting
forth the amount of such decrease;
4.3.4. Stating they have
compared specific dollar amounts, numbers of shares, percentages of earnings, statements and other financial information pertaining
to the Company set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus in each case to the extent
that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including
work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from
the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination
in accordance with the standards of the PCAOB) set forth in the letter and found them to be in agreement; and
4.3.5. Statements as to such
other matters incident to the transaction contemplated hereby as the Representative may reasonably request.
4.4. Officers’
Certificates.
4.4.1. Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chief Executive Officer or the President and the Secretary or Assistant Secretary of the Company, dated the
Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants
and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing
Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been
satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties
of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received
such other and further certificates of officers of the Company as the Representative may reasonably request.
4.4.2. Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the
case may be, certifying: (i) that the second amended and restated certificate of incorporation or the bylaws of the Company filed as an
exhibit to the Registration Statement are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions
relating to the Offering are in full force and effect and have not been modified; (iii) all correspondence between the Company or its
counsel and the Commission; (iv) as to the incumbency of the officers of the Company; and (v) a good standing certificate from the State
of Delaware. The documents referred to in such certificate shall be attached to such certificate.
4.5. No Material Changes.
Prior to and on each of the Closing Date and the Option Closing Date, if any there shall have been no material adverse change or development
that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise,
of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus.
4.6. Delivery of Agreements.
4.6.1. Effective Date
Deliveries. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement,
the Warrant Agreement, all of the Insider Letters, the Subscription Agreement and the Registration Rights Agreement.
5. Indemnification.
5.1. Indemnification
of Underwriters.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and each
dealer selected by the Representative that participates in the offer and sale of the Units (each a “Selected
Dealer”) and each of their respective directors, officers and employees and each person, if any, who controls any such
Underwriter (“Controlling Person”) within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or
other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, whether arising out of any action between any of the Underwriters and the Company or between any of the
Underwriters and any third party or otherwise) to which they or any of them may become subject under the Act, the Exchange Act or
any other federal, state or local statute, law, rule, regulation or ordinance or at common law or otherwise or under the laws, rules
and regulation of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement of a material
fact contained in: (i) any Preliminary Prospectus, the Registration Statement, or the Prospectus (as from time to time each may be
amended and supplemented); or (ii) any application or other document or written communication (in this Section 5, collectively
called “Application”) executed by the Company or based upon written information furnished by the Company in any
jurisdiction in order to qualify the Units under the securities laws thereof or filed with the Commission, any state securities
commission or agency, the Nasdaq Capital Market or any securities exchange; or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, unless such statement or omission was made in reliance upon and in conformity with written
information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter expressly for use in any
Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereof. With respect to any
untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, the indemnity agreement
contained in this paragraph shall not inure to the benefit of any Underwriter to the extent that any loss, liability, claim, damage
or expense of such Underwriter results from the fact that a copy of the Prospectus was not given or sent to the person asserting any
such loss, liability, claim or damage at or prior to the written confirmation of sale of the Securities to such person as required
by the Act and the Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure to
deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section 3.2 hereof.
The Company agrees to promptly notify the Representative of the commencement of any litigation or proceedings against the Company or
any of its officers, directors or Controlling Persons in connection with the issue and sale of the Securities or in connection with
the Preliminary Prospectus, the Registration Statement, or the Prospectus. For purposes of this Section 5, the term Underwriter or
Underwriters shall refer to each Underwriter whether acting as an underwriter or as a qualified independent underwriter. The Company
agrees to advance, or at the option of the Underwriter or Controlling Person reimburse, each Underwriter or Controlling Person for
all expenses as they are incurred in connection with such person’s enforcement of his, her or its rights under this
Agreement.
5.1.2. Procedure.
If any action is brought against an Underwriter or Controlling Person in respect of which indemnity may be sought against the
Company pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of
such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the
reasonable approval of such Underwriter) and payment of actual expenses. Such Underwriter or Controlling Person shall have the right
to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such
Underwriter or such Controlling Person unless: (i) the employment of such counsel at the expense of the Company shall have been
authorized in writing by the Company in connection with the defense of such action; (ii) the Company shall not have employed counsel
to have charge of the defense of such action; or (iii) such indemnified party or parties shall have reasonably concluded that there
may be defenses available to it or them which are different from or additional to those available to the Company (in which case the
Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of
which events the reasonable fees and expenses of not more than one additional firm (together with local counsel) of attorneys
selected by the Underwriter and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary
contained herein, if the Underwriter or Controlling Person shall assume the defense of such action as provided above, the Company
shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld. The
advancement and reimbursement obligations of the Company required hereby regarding expenses shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as every expense is incurred and is due and payable, and in
such amounts as fully pay each and every expense as it is incurred (and in no event later than 10 days following the date of any
invoice therefor).
5.1.3 Indemnification of
the QIU. Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company agrees
to indemnify and hold harmless Xxxxxxxx, in its capacity as the QIU, its directors, officers, agents, partners, members and employees
and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based
upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of the Rules of FINRA)
in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or
other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss,
claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding
the indemnification set forth in this Section 5.1.3, Xxxxxxxx will undertake liability under Section 11 of the Exchange Act for
acting as a qualified independent underwriter in connection with the Offering in compliance with FINRA Rule 5121(f)(12)(C).
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers
and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against
any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters,
as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any preliminary
prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any Application, in reliance
upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of
the Underwriter expressly for use in such preliminary prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement
thereto or in any such Application, which furnished written information, it is expressly agreed, consists solely of the information described
in the last sentence of Section 2.3.1. In case any action shall be brought against the Company or any other person so indemnified
based on any preliminary prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto or any Application,
and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the
Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters, by the
provisions of Section 5.1.2.
5.3. Contribution.
5.3.1. Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled to
indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially
determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or
the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that
this Section 5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or
otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this
Section 5, then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as
incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the
underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the
Company is responsible for the balance; provided that no person guilty of a fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in
respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee
of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable,
within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as
applicable.
5.3.2. Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party
(“Contributing Party”), notify the Contributing Party of the commencement thereof, but the omission to so notify the
Contributing Party will not relieve it from any liability which it may have to any other party other than for contribution hereunder.
In case any such action, suit or proceeding is brought against any party, and such party notifies a Contributing Party or its representative
of the commencement thereof within the aforesaid fifteen (15) days, the Contributing Party will be entitled to participate therein with
the notifying party and any other Contributing Party similarly notified. Any such Contributing Party shall not be liable to any party
seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking contribution on account
of any settlement of any claim, action or proceeding effected by such party seeking contribution without the written consent of such Contributing
Party. The contribution provisions contained in this Section are intended to supersede, to the extent permitted by law, any right to contribution
under the Act, the Exchange Act or otherwise available. The Underwriters’ obligations to contribute pursuant to this Section 5.3
are several and not joint.
6. Default by an Underwriter.
6.1. Default Not Exceeding
10% of Firm Units or Option Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm
Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units or Option Units with
respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters
have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be purchased by the non-defaulting
Underwriters in proportion to their respective commitments hereunder.
6.2. Default
Exceeding 10% of Firm Units or Option Units. In the event that the default addressed in Section 6.1 above
relates to more than 10% of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for
another party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein.
If, within one (1) Business Day after such default relating to more than 10% of the Firm Units or Option Units, the Representative
does not arrange for the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one
(1) Business Day within which to procure another party or parties satisfactory to the Company and the Representative to purchase
said Firm Units or Option Units on such terms. In the event the Representative does not arrange for the purchase of the Firm Units
or Option Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the
Company without liability on the part of the Company (except as provided in Sections
3.10 and 5 hereof) or the several Underwriters (except as provided in Section
5 hereof); provided, however, that if such default occurs with respect to the Option Units, this
Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve a
defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its
default hereunder.
6.3. Postponement
of Closing Date. In the event the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right
to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in
order to effect whatever changes may thereby be made necessary in the Registration Statement, the Preliminary Prospectus and/or the Prospectus,
as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement,
the Registration Statement, the Preliminary Prospectus and/or the Prospectus, as the case may be, that in the opinion of counsel for the
Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted
under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such Securities.
7. Additional Covenants.
7.1. Additional Shares
or Options. The Company hereby agrees that until the Company consummates a Business Combination, it shall not issue any shares of
Common Stock or any options or other securities convertible into shares of Common Stock, or any class of shares which participate in any
manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.
7.2. Trust Account
Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating business
or businesses which the Company seeks to acquire (each, a “Target Business”) unless and until such Target Business
acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges
the same in any definitive document replacing any of the foregoing), that: (i) it has read the Prospectus and understands that the Company
has established the Trust Account, initially in an amount of $40,000,000 (or $46,000,000 if the Over-allotment Option is exercised in
full) for the benefit of the Public Shareholders, and that (ii) for and in consideration of the Company agreeing to evaluate such Target
Business for purposes of consummating a Business Combination with it, such Target Business agrees that it does not have any right, title,
interest or claim of any kind in or to any monies of the Trust Account (“Claim”) and waives any Claim it may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against
the Trust Account for any reason whatsoever. The Company further agrees that it will use its best efforts, prior to obtaining the services
of any vendor, to obtain a written acknowledgment from such vendor, whether through a letter of intent, memorandum of understanding or
other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i) such
vendor has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $40,000,000
(or $46,000,000 if the Over-allotment Option is exercised in full) for the benefit of the Public Shareholders, and that (ii) for and in
consideration of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not have any Claim and waives
any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and
will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached
hereto as Exhibit A and Exhibit B, respectively.
7.3. Insider
Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider
Letters or the Subscription Agreements and will not allow any amendments to, or waivers of, such Insider Letters or the Subscription
Agreement without the prior written consent of the Representative.
7.4. Charter and Bylaws.
The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its second
amended and restated certificate of incorporation or its bylaws. Except as provided in Section 3.27, prior to the consummation
of a Business Combination, the Company will not amend its second amended and restated certificate of incorporation or its bylaws without
the prior written consent of the Representative.
7.5. Tender Offer
Documents, Proxy Materials and Other Information. The Company shall provide counsel to the Representative with copies of all tender
offer documents or proxy information and all related material filed with the Commission in connection with a Business Combination concurrently
with such filing with the Commission. In addition, the Company shall furnish any other State in which the Offering was registered, such
information as may be requested by such State.
7.6. Rule 419.
The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the
consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s
outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a-51-1 under the Exchange Act during such
period.
7.7. Presentation
of Potential Target Businesses. The Company shall cause the Sponsor, Tradeup INC. and each of the Company’s officers and directors
to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Sponsor, Tradeup INC.
and each of the Company’s officers and directors will present to the Company for its consideration, prior to presentation to any
other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company
of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Sponsor and each of
the Company’s officers and directors might have.
8. Representations and Agreements to Survive
Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall
be deemed to be representations, warranties and agreements at the Closing Date or the Option Closing Date, if any, and such representations,
warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof,
shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company
or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Securities to the several
Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh anniversary of the later of
the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and
be of no further force and effect.
9. Termination.
9.1. Right to
Terminate. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any
domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the
immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock
Exchange, the NYSE American, the Nasdaq Stock Market or the OTC Bulletin Board (or successor trading market) shall have been
suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have
been fixed, or maximum ranges for prices for securities shall have been required on the OTC Bulletin Board or by order of the
Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war
or an initiation or increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal
authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States
securities markets; or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in
the conditions or prospects of the Company, or such material adverse change in general market conditions, including, without
limitation, as a result of terrorist activities after the date hereof, as in the Representative’s judgment would make it
impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for
the sale of the Units.
9.2. Expenses.
In the event this Agreement shall not be carried out for any reason whatsoever, except as a result of the Representative’s or any
Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement, within the time specified
herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket expenses actually
incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.10 hereof.
9.3. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether
or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by such election or termination
or failure to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by
hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed, or by
electronic transmission via PDF, and shall be deemed given when so mailed, delivered, or faxed or transmitted (or if mailed, three days
after such mailing):
If to the Representatives:
US Tiger Securities, Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxx Xxx; Xxxx Xxxx
Email: xxxxxxx.xxx@xxxxxxxxxxxxxxxxx.xxx;
xxxx.xxxx@xxxxxxxxxxxxxxxxx.xxx
Kingswood Capital Markets, division of Benchmark
Investments, LLC
[ ]
Attn: [ ]
Email: [ ]
X.X. Xxxxxxxx & Co., Inc.
[ ]
Attn: [ ]
Email: [ ]
Copy to (which copy shall not be deemed to constitute
notice to the Representatives):
Ellenoff Xxxxxxxx & Schole LLP
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxx, Esq.
Email: xxxxxxxxxx@xxxxxx.xxx
Fax: (000) 000-0000
If to the Company:
TradeUP Acquisition Corp.
437 Madison Avenue 27th Floor
Attn: Xxxxxxx Xx
Email: xxxxxxx@xxxxxxxxxxxx.xxx
Copy to (which copy shall not be deemed to constitute
notice to the Company):
Xxxxxx Xxxxxxx Xxxxxxx & Li LLC
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Arila X. Xxxx, Esq.
Email: xxxxx@xxxxxxxxxx.xxx
Phone: (000) 000-0000
10.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
10.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire Agreement.
This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute
the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and
understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5. Binding Effect.
This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and the
Controlling Persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives
and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect
of or by virtue of this Agreement or any provisions herein contained.
10.6. Governing Law,
Venue, etc.
10.6.1. This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict
of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal
suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted
exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York;
(ii) waives any objection which such party may have or hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably
and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for
the Southern District of New York in any such suit, action or proceeding.
10.6.2. Each of the Representative
and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may
be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court
for the Southern District of New York and agrees that service of process upon the Company or any such individual mailed by certified mail
to the Company’s address shall be deemed in every respect effective service of process upon the Company or any such individual in
any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s
addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding.
10.6.3. THE COMPANY (ON BEHALF
OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL
BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
10.6.4. The Company agrees that
the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.
10.7. Execution in
Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf transmission shall constitute valid and sufficient delivery
thereof.
10.8. Waiver, Etc.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
10.9. No Fiduciary
Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the Offering.
The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement
entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary
to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may
undertake or have undertaken in furtherance of the Offering, either before or after the date hereof. The Underwriters hereby expressly
disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement
or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company
and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions,
and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to
any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations
to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against
the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions
contemplated by this Agreement or any matters leading up to such transactions.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
If the foregoing correctly sets forth the understanding
between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between us.
Very truly yours,
TRADEUP ACQUISITION CORP. |
|
By: |
|
|
Name: Xxxxxxx Xx |
Title: Co-CEO and Chairman |
|
|
Agreed to and accepted on the date first above written. |
|
US TIGER SECURITIES, INC., as Representative of the several Underwriters |
|
By: |
|
|
Name: |
Title: |
|
KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, LLC as Representative of the several Underwriters |
|
By: |
|
|
Name: |
Title: |
|
X.X. XXXXXXXX & CO., INC., as Representative of the several Underwriters
and Qualified Independent Underwriter |
|
By: |
|
|
Name: |
Title: |
[Signature Page to Underwriting Agreement - TradeUP Acquisition Corp.]
SCHEDULE A
TradeUP Acquisition Corp.
4,000,000 Units
Underwriter |
Number of Firm Units to be
Purchased |
US Tiger Securities, Inc. |
|
X. X. Xxxxxxxx & Co., Inc. |
|
Kingswood Capital Markets, division of Benchmark Investments, LLC |
|
|
|
TOTAL |
4,000,000 |
SCHEDULE B
TIME OF SALE INFORMATION
None.
EXHIBIT A
Form of Target Business Letter
TradeUP Acquisition Corp.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xx, Chairman and Co-CEO
Gentlemen:
Reference is made
to the Final Prospectus of TradeUP Acquisition Corp. (the “Company”),
dated [___], 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned
to them in the Prospectus.
We have read the Prospectus and understand that
the Company has established a “trust account”, initially in an amount of at least $40,000,000, for the benefit of the “public
shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except
for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account
will not be released until (a) the consummation of a Business Combination or (b) the dissolution and liquidation of the Company if it
is unable to consummate a Business Combination within the allotted time.
For and in consideration of the Company agreeing
to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition with it, the undersigned
hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with
the Company and will not seek recourse against the trust account for any reason whatsoever.
____________________________
Print Name of Target Business
____________________________
Authorized Signature of Target Business
EXHIBIT B
Form of Vendor Letter
TradeUP Acquisition Corp.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xx, Chairman and Co-CEO
Gentlemen:
Reference is made
to the Final Prospectus of TradeUP Acquisition Corp. (the “Company”),
dated [___], 2021 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned
to them in the Prospectus.
We have read the Prospectus and understand that
the Company has established a “trust account”, initially in an amount of at least $40,000,000, for the benefit of the “public
shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except
for interest earned on the trust account that may be released to the Company to pay any taxes it incurs, proceeds in the trust account
will not be released until (a) the consummation of a Business Combination, or (b) the dissolution and liquidation of the Company if it
is unable to consummate a Business Combination within the allotted time.
For and in consideration of the Company agreeing
to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or
claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future
as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust
account for any reason whatsoever.
____________________________
Print Name of Vendor
____________________________
Authorized Signature of Vendor