0001104659-21-042669 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 29th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TradeUP Acquisition Corp, a Delaware corporation (the “Company”), TradeUP Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Tradeup INC., a Delaware corporation (together with the Sponsor, the “Founders”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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WARRANT AGREEMENT between TRADEUP ACQUISITION CORP. and VSTOCK TRANSFER, LLC
Warrant Agreement • March 29th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

4,000,000 Units TRADEUP ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • March 29th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York

The undersigned, TradeUP Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with US Tiger Securities, Inc. (hereinafter referred to as “you”, “US Tiger”, or the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:

INDEMNITY AGREEMENT
Indemnification Agreement • March 29th, 2021 • TradeUP Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 29th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).

TradeUP Acquisition Corp. New York, NY 10022
Underwriting Agreement • March 29th, 2021 • TradeUP Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among TradeUP Acquisition Corp., a Delaware corporation (the “Company”), US Tiger Securities, Inc. and R.F. Lafferty & Co., Inc., as the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 4,000,000 of the Company’s units (including up to 600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the units and only whole warrants will

US Tiger Securities, Inc. [ ] [ ] [_______ ___], 2021 R.F. Lafferty & Co., Inc. [ ] [ ] [_______ ___], 2021
Advisory Agreement • March 29th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York

This is to confirm our agreement (this “Agreement”) whereby TradeUP Acquisition Corp., a Delaware corporation (the “Company”), has requested US Tiger Securities, Inc and R.F. Lafferty & Co., Inc. (the “Advisors”) to assist it in connection with the Company merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-253322), as amended, filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

PRIVATE UNIT PURCHASE AGREEMENT
Private Placement Unit Purchase Agreement • March 29th, 2021 • TradeUP Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and TradeUP Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Tradeup INC., a Delaware corporation (together with the Sponsor, the “Purchasers”).

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