0001013762-23-002216 Sample Contracts

Form of Indemnification Agreement
Form of Indemnification Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances)

This Indemnification Agreement (this “Agreement”) is entered into as of September 29, 2023 (the “Effective Date”) by and between Estrella Immunopharma, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances) • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of September 29, 2023, is made by and between Estrella Immunopharma, Inc. a Delaware corporation (the “Company”), and Cheng Liu (“Executive”). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date (as defined below).

ASSIGNMENT OF STOCK AGREEMENT
Assignment of Stock Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances) • Delaware

This ASSIGNMENT OF STOCK AGREEMENT (this “Agreement”), effective as of the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as of September 30, 2022, by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), TradeUP Acquisition Corp., a Delaware corporation (the “SPAC”), and TradeUp Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of the SPAC (“Merger Sub”) (as may be amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”)), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving such merger as a direct wholly-owned subsidiary of the SPAC (the “Merger”), is by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang (each, a “Transferor”), Smart Crest International Limited, a Hong Kong company (the “Transferee”) and the Company. Capitalized terms used but not defined herein shall have the meanings ascribed

JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances) • Delaware

This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”).

JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances) • Delaware

This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 1, 2023 (the “Amendment Effective Date”), by and between Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and Jiandong Xu (the “Executive” and, together with the Company, the “Parties”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 1, 2023 (the “Amendment Effective Date”), is made and entered into by and between Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and Qian Yang (the “Executive” and, together with the Company, the “Parties”).

JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances) • Delaware

This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 5th, 2023 • Estrella Immunopharma, Inc. • Biological products, (no disgnostic substances)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 1, 2023 (the “Amendment Effective Date”), by and between Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and Cheng Liu (the “Executive” and, together with the Company, the “Parties”).

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