REGISTRATION RIGHTS AGREEMENTRegistration 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”).
4,000,000 Units TRADEUP ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting 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:
WARRANT AGREEMENT between TRADEUP ACQUISITION CORP. and VSTOCK TRANSFER, LLCWarrant 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”).
INDEMNITY AGREEMENTIndemnity 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 AGREEMENTInvestment 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”).
US Tiger Securities, Inc. [ ] [ ] [_______ ___], 2021 R.F. Lafferty & Co., Inc. [ ] [ ] [_______ ___], 2021TradeUP Acquisition Corp. • March 29th, 2021 • 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”).
TradeUP Acquisition Corp. New York, NY 10022Letter 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
PRIVATE UNIT PURCHASE AGREEMENTPrivate 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”).
