0001104659-21-072493 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • May 26th, 2021 • TradeUP 88 Corp. • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between TradeUP 88 Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

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WARRANT AGREEMENT TRADEUP 88 CORP. and VSTOCK TRANSFER, LLC Dated [_______], 2021
Warrant Agreement • May 26th, 2021 • TradeUP 88 Corp. • New York

This Warrant Agreement (this “Agreement”), dated [______], 2021, is by and between TradeUP 88 Corp., a Cayman Islands exempted company (the “Company”), and VStock Transfer LLC, as warrant agent (in such capacity, the “Warrant Agent”).

TradeUP 88 Corp. New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • May 26th, 2021 • TradeUP 88 Corp. • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TradeUP 88 Corp., a Cayman Islands exempted company (the “Company”), US Tiger Securities, Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 8,800,000 of the Company’s units (including 1,320,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement o

8,800,000 Units TradeUP 88 Corp. UNDERWRITING AGREEMENT
Warrant Agreement • May 26th, 2021 • TradeUP 88 Corp. • New York

The undersigned, TradeUP 88 Corp., a Cayman Islands exempted company (“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:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 26th, 2021 • TradeUP 88 Corp. • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [______], 2021, is made and entered into by and among TradeUP 88 Corp., a Cayman Islands exempted company (the “Company”), TradeUP 88 Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and each individual named on the signature pages hereto, (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”).

Re: Securities Subscription Agreement
Letter Agreement • May 26th, 2021 • TradeUP 88 Corp. • New York

TradeUP 88 Corp., a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of TradeUP 88 Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), to purchase 2,530,000 shares of Class B ordinary shares (the “Shares”), par value $0.0001 per share (the “Class B Ordinary Shares” and, together with all other classes of Company ordinary shares, the “Ordinary Shares”), of which up to 330,000 Shares are subject to complete or partial forfeiture by you if the underwriter of the initial public offering (“IPO”) of the Company does not fully exercise its over-allotment option (the “Over-allotment Option”). The terms of this letter agreement (this “Agreement”) on which the Company is willing to sell, and the Subscriber is willing to purchase, the Shares, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT
Private Placement Share Purchase Agreement • May 26th, 2021 • TradeUP 88 Corp. • New York

THIS PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between TradeUP 88 Corp., a Cayman Islands exempted company (the “Company”), and TradeUP 88 Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Trust Agreement • May 26th, 2021 • TradeUP 88 Corp. • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between TradeUP 88 Corp., a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).

SECURITIES ASSIGNMENT AGREEMENT
Securities Assignment Agreement • May 26th, 2021 • TradeUP 88 Corp.

This Securities Assignment Agreement is dated as of May 24, 2021 (this “Assignment”), by and among TradeUp 88 Sponsor LLC, a Cayman limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

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