AGREEMENT AND PLAN OF MERGER dated as of September 30, 2022 by and among TRADEUP Acquisition Corp., TRADEUP MERGER SUB INC. and ESTRELLA BIOPHARMA, INC.Agreement and Plan of Merger • October 3rd, 2022 • TradeUP Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of September 30, 2022, is entered into by and among TradeUP Acquisition Corp., a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), Tradeup Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Estrella Biopharma, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
SUPPORT AGREEMENTSupport Agreement • October 3rd, 2022 • TradeUP Acquisition Corp. • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2022, by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), TradeUP Acquisition Corp., a Delaware corporation (“Acquiror”), TradeUP Acquisition Sponsor LLC, a Delaware limited liability company, and Tradeup INC., a Delaware corporation (each a “Sponsor” and collectively, the “Sponsors”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, the “Insiders” and together with the Sponsors, the “Founder Holders”).
