Exhibit 10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. [•] (the “Registration Statement”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of
one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-half of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public
offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof
by the U.S. Securities and Exchange Commission (the “SEC”); and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with US Tiger
Securities, Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein, and R. F. Lafferty & Co., Inc., as qualified independent underwriter; and


 


WHEREAS,
as described in the Registration Statement, $88,000,000 of the gross proceeds of the Offering and sale of the Private Placement
Units (as defined in the Underwriting Agreement) (or $101,200,000 if the Underwriters’ option to purchase additional Units
is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times
in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary
Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any
interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $3,080,000, or $3,542,000 if the Underwriters’
option to purchase additional Units is exercised in full, if any, after deduction of the portion of the Property to be used to pay
Public Shareholders who have exercised redemption rights in connection with a Business Combination is attributable to an advisory
fee that will be payable by the Company to the Underwriters pursuant to a Shareholder Advisory Services Agreement upon the
consummation of the Business Combination (as defined below) (the “Shareholder Advisory  Fee”);
and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.





     


     


    



NOW
THEREFORE, IT IS AGREED:


 


1.            Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)           Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at Wilmington Trust, National Association;


 


(b)           Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)           In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185
days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury
obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that
the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;


 


(d)           Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein and subject to Section 1(i) and (j) hereto;


 


(e)           Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f)            Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation
or completion of the audit of the Company’s financial statements by the Company’s auditors;


 


(g)           Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)           Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)            Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance
with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar
to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized
Representative (as such term is defined below), and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution
expenses) only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the
later of (1) 18 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders
in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has
not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable
and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the
Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination
Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has
received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the
Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;





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(j)            Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the
Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered
directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment
to the relevant taxing authority, as applicable; provided, however, that to the extent there is not sufficient cash
in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be
designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount per share
initially deposited in the Trust Account (it being acknowledged and agreed that any such amount in excess of interest income earned
on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request;


 


(k)           Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
to the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles
of association to modify the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares
if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended
and restated memorandum and articles of association. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said
request;


 


(l)            Only release the Property in accordance with a written instruction, signed by an Authorized Representative of the Company substantially
in the form attached as Exhibit A, B, C or D, as applicable, attached hereto (each, a “Written
Direction” and collectively, the “Written Direction”); and


 


(m)          Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k)
above.





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2.            Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)           Give all instructions to the Trustee hereunder in writing, signed by an Authorized Representative of the Company. In addition,
except with respect to its duties under Sections 1(i), (j) or (k) hereof, the Trustee shall be entitled to
rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with
reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 


(b)           Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable
and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the
Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses
and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”); provided that no failure or delay by the Trustee to so notify
the Company shall relieve the Company from its obligations under this Agreement, except as and to the extent it is found, in a
final, unappealable judgment by a court of competent jurisdiction, that such failure or delay actually and materially prejudiced
the Company. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided
that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be
unreasonably withheld or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent
of the Company, which such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with
its own counsel and at its sole cost and expense;


 


(c)           Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except
as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d)           In connection with any vote of the Company’s shareholders regarding any merger, capital stock exchange, asset acquisition,
share purchase, reorganization, recapitalization or other similar business combination involving the Company and one or more businesses
or entities (a “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector
of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;





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(e)           Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)            Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter
in the form of Exhibit A that the Shareholder Advisory Fee be paid directly to the account or accounts directed by the
Representative;


 


(g)           Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement;


 


(h)           Designate, on an incumbency certificate delivered to the Trustee on the date hereof (the “Incumbency Certificate”),
its authorized representatives for purposes of this Agreement (each such individual, an “Authorized Representative”
of the Company), which shall certify that the title, contact information and specimen signature of each such Authorized Representative
as set forth therein is true and correct; and


 


(i)            Amend, at any time, the Incumbency Certificate by signing and submitting to the Trustee an amended Incumbency Certificate, which
shall be effective upon receipt by the Trustee of such amendment.


 


3.            Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)           Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)           Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)           Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company
given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;


 


(d)           Change the investment of any Property, other than in compliance with Section 1 hereof;


 


(e)           Refund any depreciation in principal of any Property;


 


(f)            Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;





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(g)           The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any Written Direction, order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, which
counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented
by the proper person or persons. The Trustee shall be deemed to be acting with reasonable care with respect to any Written Direction
if it takes such action in conformity with its standard procedures for confirming instructions for wires applicable to the Company.
The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h)           Verify the accuracy of the information contained in the Registration Statement or any other filings made by the Company with the
SEC;


 


(i)            Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(j)            File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned
on the Property;


 


(k)           Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by,
and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company,
including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(l)            Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) or 1(k) hereof.


 


The
Company also agrees that the Trustee will only be responsible for direct damages, and not for any type of indirect, special, consequential,
or punitive damages, even if the Trustee is aware of the potential for such damages.


 


4.            Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.





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5.            Termination. This Agreement shall terminate as follows:


 


(a)           If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement
or the Company otherwise electing to replace the Trustee under this Agreement), the Trustee shall transfer the management of the
Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company
does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;
or


 


(b)           At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


(c)           If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received
by the Trustee from the Company or TradeUP 88 Sponsor LLC, as applicable, shall be returned promptly following the receipt by
the Trustee of written instructions from the Company.


 


6.            Miscellaneous.


 


(a)           The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including,
account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary
bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall
not be liable for any loss, liability or out-of-pocket expense resulting from any error in the information or transmission of
the funds.


 


(b)           This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, applicable
to contracts wholly performed within the borders of such state and without giving effect to conflicts of law principles that would
result in application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.





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(c)           This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Sections 1(i) through (m)1(j) hereof (which sections may not be modified, amended or deleted without
the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value
$0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any shareholder
of the Company who has validly elected to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought
to amend this Agreement, this Agreement or any provision hereof may only be changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties hereto.


 


(d)           The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State
of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING
TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)           Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by facsimile transmission or by email:


 


if
to the Trustee, to:


 


Wilmington
Trust, National Association





1100
North Market Street





Rodney
Square North





Wilmington,
DE 19890





Attn:
Corporate Trust Administration





Fax:
(302) 636-4149





Email:
dyoung@wilmingtontrust.com


 


if
to the Company, to:


 


TradeUP
88 Corp.





437
Madison Avenue, 27th Floor





New
York, New York 10022





Attn:
Jianwei Li





Email:
jianwei@zhenchengcap.com


 


in
each case, with copies to:


 


Sidley
Austin LLP





787
Seventh Avenue





New
York, New York 10019





Attn:
David Ni; David C. Buck





E-mail: dni@sidley.com;
dbuck@sidley.com





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and


 


US
Tiger Securities, Inc.





437
Madison Avenue, 27th Floor





New
York, New York 10022





Attn:
Tony Tian





Email:
tony.tian@ustigersecurities.com


 


and


 


Winston
 & Strawn LLP





800
Capitol Street, Suite 2400





Houston,
Texas 77002





Attn:
Michael J. Blankenship





Email:
mblankenship@winston.com


 


(f)            This Agreement may not be assigned by the Trustee without the prior consent of the Company, which consent shall not be unreasonably
withheld.


 


(g)           Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that
it shall not make any claims or proceed against the Trust Account or the Property held in the Trust Account, including by way
of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(h)           The Trustee hereby consents to the inclusion of Wilmington Trust in the Registration Statement and other materials relating to
the Offering and the Business Combination.


 


(i)            Each of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is
a third party beneficiary of this Agreement.


 


(j)            Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


(k)           In the event that any Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be
stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting
the Property, the Trustee is hereby expressly authorized, in its reasonable discretion, to comply with all writs, orders or decrees
so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it. In the event that the Trustee
obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm
or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified,
annulled, set aside or vacated.





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(l)            The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation,
acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions,
loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts
of civil or military authority or governmental action (any such event, a “Force Majeure Event”). Notwithstanding
anything to the contrary in this Agreement, for purposes of all services provided pursuant to this Agreement (the “Services”),
Trustee shall continuously maintain business continuity and disaster recovery plans (including regular updates) that are consistent
with then-current industry standards applicable to similarly situated providers of services comparable to the Services. Without
limiting the generality of the foregoing, the business continuity and/or disaster recovery plans will cover the computer software,
computer hardware, telecommunications capabilities and other similar or related items of automated, computerized, software system(s)
and network(s) or system(s) and will be designed, among other things, to permit the ongoing operation and functionality of the
Services on a continuous basis and/or to facilitate the continuation and/or resumption of, the Services. In the event of disruption
in the Services for any reason including the occurrence of a Force Majeure Event that causes Trustee to be required to allocate
limited resources between or among Trustee’s affected customers, Trustee shall not do so in a manner that is intended to
treat the Company less favorably than other similarly situated affected customers generally. In addition, in the event Trustee
has knowledge that there is, or has been, an incident affecting the integrity or availability of Trustee’s business continuity
and disaster recovery system (the “System”), Trustee shall endeavor to notify the Company in writing,
as promptly as practicable, of the incident.


 


(m)          The Trustee shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the
construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance
with the advice or opinion of such counsel.


 


(Signature
Page Follows)






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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 





	 	COMPANY:
	 	 	 
	 	TradeUP 88 Corp.
	 	 	 
	 	By:	 
	 	 	Name: Lei Huang
	 	 	Title: Co-CEO
	 	 	 
	 	TRUSTEE:
	 	 	 
	 	Wilmington Trust, National Association,
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Name: David B. Young
	 	 	Title: Vice President




 


Signature
Page to Investment Management Trust Agreement






     


     


    

SCHEDULE
A


 


Fee
Schedule 


 


TradeUP
88 Corp.


 


Trust
Services


 


	Acceptance
        Fee:

        
	 


 


Waived


 


Initial
Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee
Agreement; acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination
of receipt of funds, if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution 


 


	Trustee
    - Administration Fee	 


 


$6500
per annum


 


For
review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds;
dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services
as required.


 


	Out-of-Pocket Expenses:	If any, Billed At Cost




 


Rob
Weiss 





Vice
President Wilmington Trust, N.A.





(443)
388-0660





rweiss@wilmingtontrust.com







     


     


    

EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Wilmington
Trust, National Association





1100
North Market Street





Rodney
Square North





Wilmington,
DE 19890


 


Re:
Trust Account No.            Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between TradeUP 88 Corp. (the “Company”)
and Wilmington Trust, National Association (the “Trustee”), dated as of [________], 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with  [insert name]
(the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in
advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the
 “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect
that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account
or accounts that US Tiger Securities. (the “Representative”) (with respect to the Shareholder Advisory
Fee) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit
in the trust account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or
dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed
by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit]
[a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved
by a vote of the Company’s shareholders, if a vote is held, and (b) joint written instruction signed by the Company
and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Shareholder Advisory Fee from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized
to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter,
in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall
direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating
the Trust Account, your obligations under the Trust Agreement shall be terminated.





     


     


    



In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust
Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 





	 	Very truly yours,
	 	 	 
	 	TradeUP 88 Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


cc:
US Tiger Securities, Inc.






     


     


    

EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Wilmington
Trust, National Association





1100
North Market Street





Rodney
Square North





Wilmington,
DE 19890


 


Re:
Trust Account No.            Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between TradeUP 88 Corp. (the “Company”)
and Wilmington Trust, National Association (the “Trustee”), dated as of [•], 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (the “Business Combination”) within the time frame specified in the Company’s Amended
and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account
on   [insert date]  and to await distribution to the Public Shareholders. The Company has selected
[•] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation
proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the
extent otherwise provided in Section 1(i) of the Trust Agreement.


 





	 	Very
truly yours,
	 	 	 
	 	TradeUP
88 Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
US Tiger Securities, Inc.






     


     


    

EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Wilmington
Trust, National Association





1100
North Market Street





Rodney
Square North





Wilmington,
DE 19890


 


Re:
Trust Account No.            Tax Payment Withdrawal Instruction


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between TradeUP 88 Corp. (the “Company”)
and Wilmington Trust, National Association (the “Trustee”), dated as of [•], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $          
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 





	 	Very
truly yours,
	 	 	 
	 	TradeUP
88 Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
US Tiger Securities, Inc.






     


     


    

EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Wilmington
Trust, National Association





1100
North Market Street





Rodney
Square North





Wilmington,
DE 19890


 


Re:
Trust Account No.            Shareholder Redemption Withdrawal Instruction


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between TradeUP 88 Corp. (the “Company”)
and Wilmington Trust, National Association (the “Trustee”), dated as of [•], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $          
of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the
Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and
articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary
Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated memorandum and articles of association. As such, you are hereby directed and authorized to transfer (via
wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your
customary procedures.


 





	 	Very
truly yours,
	 	 	 
	 	TradeUP
88 Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
US Tiger Securities, Inc.