Exhibit 4.4


 


WARRANT AGREEMENT


between


TRADEUP ACQUISITION CORP.


and


VSTOCK TRANSFER, LLC


 


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”).


 


WHEREAS, on [●], 2021,
the Company entered into that certain Private Units Purchase Agreement with TradeUP Acquisition Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 215,000 units (or up to 227,000
units if the Over-allotment Option (as defined below) in connection with the Offering (as defined below) is exercised in full) simultaneously
with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) , each unit (each a “Private Unit”,
collectively, the “Private Units”) comprised of one share of Common Stock (as defined below) and one-half of one warrant (each,
a “Private Warrant”, collectively, the “Private Warrants”), at a purchase price of $10.00 per Private Unit. Each
Private Warrant entitles the holder thereof to purchase one share of common stock of the Company, par value $0.0001 per share (“Common
Stock”), for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an
affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds
as the Company may require, of which up to $1,200,000 of such loans may be convertible into up to an additional Private Units at a price
of $10.00 per unit (the “Working Capital Units” and the Private Warrants included in the Working Capital Units are hereto
referred as the “Working Capital Warrants”); and


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Common Stock and one-half of one Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 2,300,000 warrants (including up to 300,000 warrants subject to the Over-allotment Option) to
public investors in the Offering (the “Public Warrants”). Each Public Warrant entitles the holder thereof to purchase one
share of Common Stock of the Company, for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-253322 (the
 “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of
1933, as amended (the “Securities Act”), of the Units, and the Public Warrants and the Common Stock included in the Units;
and


 






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WHEREAS, following consummation
of the Offering, the Company may issue additional warrants (“Post-IPO Warrants” and, together with the Private Warrants, the
Working Capital Warrants and the Public Warrants, the “Warrants”) in connection with, or following the consummation by the
Company of, a Business Combination; and


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.





2.1 Form of Warrant. Each
Warrant shall be issued in registered form only.


 


2.2 Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant represented
by such physical certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register. The
Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants in book entry form, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by institutions that have accounts with the Depository Trust Company (the “Depositary”)
(such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary
subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant
Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or
it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company
shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants
which shall be in the form annexed hereto as Exhibit A.


 






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Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2 Registered Holder. Prior
to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose
name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and
of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone
other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4 Detachability of Warrants.
The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus
or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally
open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier
(the “Detachment Date”) with the consent of U.S. Tiger Securities, Inc., but in no event shall the Common Stock and the Public
Warrants comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing
an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received
by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release
and files with the Commission a current report on Form 8-K announcing when such separate trading shall begin.


 


2.5 Private Warrants and Working
Capital Warrants.


 


The Private Warrants and Working
Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted
Transferees (as defined below), as applicable, the Private Warrants and Working Capital Warrants: (i) may be exercised for cash or on
a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until after the completion by
the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however,
that in the case of (ii), the Private Warrants and Working Capital Warrants and any shares of Common Stock held by the Sponsor or any
of its Permitted Transferees, and issued upon exercise of the Private Warrants and Working Capital Warrants may be transferred by the
holders thereof:


 









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(a) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any affiliate of the Sponsor,
or to any members of the Sponsor or any of its affiliates, officers, directors and direct and indirect equityholders;


 


(b) in the case of an individual,
by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family, or an affiliate of such person, or to a charitable organization;


 


(c) in the case of an individual,
by virtue of the laws of descent and distribution upon death of such individual;


 


(d) in the case of an individual,
pursuant to a qualified domestic relations order;


 


(e) by private sales or transfers
made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which
the Warrants were originally purchased;


 


(f) in the event of the Company’s
liquidation prior to the completion of the Company’s initial Business Combination; or


 


(g) by virtue of the laws
of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;


 


provided, however, that, in
the case of clauses (a) through (e), or (g), these transferees (the “Permitted Transferees”) must enter into a written agreement
agreeing to be bound by the transfer restrictions in this Agreement.


 


2.6 Intentionally Left Blank.


 


2.7 Post-IPO Warrants. The
Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed
upon by the Company.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each Warrant
shall, when countersigned by the Warrant Agent (if a physical certificate is issued), entitle the Registered Holder thereof, subject to
the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased
at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration
Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty
(20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall
be identical among all of the Warrants.


 


3.2 Duration of Warrants. A
Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of: (i) the date
following the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business
Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating at
5:00 p.m., New York City time on the earlier to occur of: (w) the date that is five (5) years after the date on which the Company
completes its Business Combination, (x) the liquidation of the Company in accordance with the Company’s amended and restated
certificate of incorporation, as amended from time to time, if the Company fails to complete a Business Combination, or (y) other
than with respect to the Private Warrants and Working Capital Warrants then held by the Sponsor or any officers or directors of the
Company, or any of their Permitted Transferees as provided in Section 6.1, the Redemption Date (as defined below) as provided in
Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration
statement. Except with respect to the right to receive the Redemption Price (as defined below), in the event of a redemption (as set
forth in Section 6 hereof), each outstanding Warrant (other than a Private Warrant or Working Capital Warrant held by the Sponsor or
any officers or directors of the Company, or their Permitted Transferees, in the event of a redemption for cash) not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of
any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in
duration among all the Warrants.


 






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3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to
the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if a physical certificate is issued),
may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full
the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection
with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common
Stock, as follows:


 


(a) in lawful money of the
United States, in good certified check, good bank draft or wire payable to the Warrant Agent;


 


(b) in the event of a redemption
pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders
of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of
Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Warrant Price by (y)
the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean
the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date
on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 






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(c) with respect to any Private
Warrant or Working Capital Warrant, so long as such Private Warrant or Working Capital Warrant is held by the Sponsor or any officer or
director of the Company, or their Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the
excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value.
Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale price of
the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private
Warrant or Working Capital Warrant is sent to the Warrant Agent; or


 


(d) as provided in Section
7.4 hereof.


 


3.3.2 Issuance of Shares of
Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position
or certificate, as applicable, for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name
or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or
countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a
Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect
to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to
the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated
to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered
Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless,
in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for
the shares of Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The
Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by
reason of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the
number of shares of Common Stock to be issued to such holder.


 


3.3.3 Valid Issuance. All
shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
and non-assessable.


 


3.3.4 Date of Issuance.
Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued shall for all
purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant, or
book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a
date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share
transfer books or book-entry system are open.


 






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3.3.5 Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election
is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the
right to exercise such Warrant, to the extent that after giving effect to such exercise, such person and any of its affiliates or any
other person subject to aggregation with such person for purposes of the “beneficial ownership” test under Section 13 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any “group” (within the meaning of Section
13 of the Exchange Act) of which such person is or may be deemed to be a part, would beneficially own (within the meaning of Section 13
of the Exchange Act) (or to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules
and regulations thereunder would result in a higher ownership percentage, such higher percentage would be) in excess of 4.8% or 9.8% (as
specified by the holder) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person
and its affiliates or any such other person or group shall include the number of shares of Common Stock issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and
(y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such
person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to
a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for
purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes
of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares
of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current
report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason
at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and
in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its
affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company,
the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such
notice is delivered to the Company.


 


4. Adjustments.


 


4.1 Stock Dividends.


 









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4.1.1 Split-Ups. If after
the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by
a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective
date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall
be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering to holders of the Common Stock
entitling holders to purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall
be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually
sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or
exercisable for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such
rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities
convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account
any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair
Market Value” means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending
on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.


 


4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of the Common Stock on account of such shares of Common Stock (or other shares of the Company’s capital
stock into which the Warrants are convertible), other than (a) as described in [subsection 4.1.1] above, (b) Ordinary Cash Dividends (as
defined below), (c) to satisfy the redemption rights of the holders of the Common Stock in connection with a proposed initial Business
Combination, (d) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s
amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100%
of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete the Business Combination within
the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provisions
relating to stockholders’ rights or pre-initial business combination activity or (e) in connection with the redemption of the shares
of Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination
and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend,
by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid
on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends
or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise
of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 






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4.2 Aggregation of Shares.
If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased
by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3 Adjustments in Exercise Price.


 


4.3.1 Whenever the number
of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.3.2 If (x) the Company issues
additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital
raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less
than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and
in the case of any such issuance to the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account
any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance)(the “New Issuance Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of its initial business combination on the date of the consummation of its initial business combination (net of redemptions),
and (z) the volume weighted average trading price of common stock during the 20 trading day period starting on the trading day prior to
the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20
per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the
New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to 180% of the greater of
the Market Value and the New Issuance Price.


 






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4.4 Replacement of
Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of
Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company
as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if
such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” );
provided, however, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or
amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities,
cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the
weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that
affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the
holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation
or as a result of the repurchase of shares of Common Stock by the Company if a proposed initial Business Combination is presented to
the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the
maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a
part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the
outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest
amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common
Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the
consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4;
provided, further, that if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event
is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is
quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and
if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation
of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall
be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii)
(A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as
defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of
the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets
(“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2)
the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten
(10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility
shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the
day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury
rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration
paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all
other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the
trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change
in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the
par value per share issuable upon exercise of the Warrant.


 






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4.5 Notices of Changes in
Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant, the Company
shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a
Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6 No Fractional Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Common Stock
upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the
nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.6 Form of Warrant. The form
of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state
the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially issued pursuant to this Agreement;
provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may
deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.7 Other Events. In case
any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4 are strictly
applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants
and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent
public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether
or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and,
if they determine that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall
the Warrants be adjusted pursuant to this Section 4.8 (i) as a result of any issuance of securities in connection with a Business Combination
or (ii) solely as a result of an adjustment to the conversion ratio of the Company’s Class B common stock, $0.0001 par value per
share, into Common Stock. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.


 


5. Transfer and Exchange of Warrants.


 









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5.1 Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, in the case of certificated warrants, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated warrants, the Warrants so cancelled
shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2 Procedure for Surrender
of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears
a restrictive legend (as in the case of the Private Warrants or Working Capital Warrants), the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3 Service Charges. No service
charge shall be made for any exchange or registration of transfer of Warrants.


 


5.4 Warrant Execution and
Countersignature. If a physical certificate is issued, the Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued, pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.5 Transfer of Warrants.
Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is
included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer
of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the
foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.


 


6. Redemption.


 


6.1 Redemption of Warrants
for Cash. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.2 below, at the price (the “Redemption Price”) of $0.01 per Warrant, provided
that the last reported sales price of the Common Stock reported has been at least $16.50 per share (subject to adjustment in compliance
with Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within the thirty (30) trading-day
period ending on the third Business Day prior to the date on which notice of the redemption is given and provided that there is an effective
registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require the exercise
of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.





 






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6.2 Date Fixed for, and Notice
of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1, the Company shall fix a date
for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by
the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered
Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.3 Exercise after Notice
of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of
this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to
the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless
basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the information necessary to calculate the number of
shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined
in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price or the Alternative Redemption Price, as applicable.


 


6.4 Exclusion of Private Warrants
and Working Capital Warrants. The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Warrants,
the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company)
if at the time of the redemption such Private Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor,
or any officers or directors of the Company, or any of their Permitted Transferees, as applicable. However, once such Private Warrants,
Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may
redeem the Private Warrants, the Working Capital Warrants or the Post-IPO Warrants pursuant to Section 6.1 hereof, provided that the criteria
for redemption are met, including the opportunity of the holder of such Private Warrants, Working Capital Warrants or Post-IPO Warrants
to exercise such Private Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.1.
The Private Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable
by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Warrants,
Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.


 


7. Other Provisions Relating to Rights of Holders
of Warrants.


 


7.1 No Rights as Stockholder.
A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as a
stockholder in respect of the meetings of stockholders or the election of directors of the Company or any other matter.


 


7.2 Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on
such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated,
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 






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7.3 Reservation of Common
Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall
be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of Common
Stock; Cashless Exercise at Company’s Option.


 


7.4.1 Registration of the
Common Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30) Business Days after the closing of
its initial Business Combination, it shall use its reasonable best efforts to file with the Commission a registration statement for the
registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its
reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a
current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any
such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the initial Business
Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the
Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of
the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9)
of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair
Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1,
 “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such
Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be
conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company
shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities
law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required
to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under
United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act
(or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised, the Company shall continue to be obligated
to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2 Cashless Exercise at
Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange
such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any
successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall not be required to file or
maintain in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon
exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not elect at the time of
exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless
basis,” it agrees to use its best efforts to register or qualify for sale the Common Stock issuable upon exercise of the
Public Warrant under the blue sky laws of the state of residence in those states in which the Public Warrants were initially offered
by the Company of the exercising Public Warrant holder to the extent an exemption is not available.


 






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8. Concerning the Warrant Agent and Other Matters.


 


8.1 Payment of Taxes. The
Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay
any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2 Resignation, Consolidation, or Merger of Warrant
Agent.


 


8.2.1 Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place
of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his,
her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York,
in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent
with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes
necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of
any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully
and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and
obligations.


 


8.2.2 Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 









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8.2.3 Merger or Consolidation
of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The Company
agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations
under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.


 


8.3.2 Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement
signed by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of the Company and delivered to the
Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


8.4.2 Indemnity. The Warrant
Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the
Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything
done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence,
willful misconduct or bad faith.


 


8.4.3 Exclusions. The Warrant
Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant
or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 


8.5 Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common
Stock through the exercise of the Warrants.


 






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8.6 Waiver. The Warrant Agent
has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of,
the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company
and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and
any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1 Successors. All the covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.


 


9.2 Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with
the Warrant Agent), as follows:


 


TradeUP Acquisition Corp.


437 Madison Avenue


27th Floor


New York, NY 10022


Attn.: Jianwei Li, Chairman and Co-Chief Executive
Officer


 


Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


VStock Transfer, LLC


18 Lafayette Place,


Woodmere, NY 11598


Attn: Chief Executive Officer


 


9.3 Applicable Law. The
validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the
State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any
way to this Agreement may be brought and enforced in the courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction forum for any such action, proceeding or claim. The
Company hereby waives any objection to such jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the
foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange
Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 






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Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other
than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 


9.4 Persons Having Rights
under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the
parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders
of the Warrants.


 


9.5 Examination of the Warrant
Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit
such holder’s Warrant for inspection by the Warrant Agent.


 


9.6 Counterparts. This Agreement
may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7 Effect of Headings. The
section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8 Amendments. This Agreement
may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters
or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely
affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the Warrant
Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of 50% of the then-outstanding
Public Warrants and, solely with respect to any amendment to the terms of the Private Warrants, Working Capital Warrants or any provision
of this Agreement with respect to the Private Warrants or Working Capital Warrants, 50% of the number of the then outstanding Private
Warrants or Working Capital Warrants, as applicable. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend
the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 









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9.9 Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


Exhibit A Form of Warrant Certificate


Exhibit B Legend — Private Warrants and Working
Capital Warrants


 


 


[Signature Page Follows]





 






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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	 	TRADEUP ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	Jianwei Li
	 	Title:	Chairman and Co-Chief Executive Officer 
	 	 
	 	 
	 	VStock Transfer LLC, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	[●]
	 	Title:	[●]


 


[Signature Page to Warrant Agreement]


 









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EXHIBIT A


[Form of Warrant Certificate]


[FACE]


Number


Warrants


THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR
TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


TradeUP ACQUISITION CORP.


 


Incorporated Under the Laws of the State of Delaware


 


CUSIP 89268A 115


 


Warrant Certificate


 


This Warrant Certificate certifies
that [●], or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a
 “Warrant”) to purchase shares of common stock, $0.0001 par value per share (“Common Stock”), of TradeUP Acquisition
Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth
in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common
Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable
in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America
upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to
below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrant, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise,
round down to the nearest whole number of the number of shares of Common Stock to be issued to the holder. The number of shares of Common
Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price
per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 









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This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed by and
construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


 


[Signature Page Follows]





 






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	 	TRADEUP ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	Jianwei Li
	 	Title:	Chairman and Co-Chief Executive Officer
	 	 
	 	 
	 	VStock Transfer, LLC, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	[●]
	 	Title:	[●]


 


[Signature Page to Warrant Agreement Exhibit A]





 






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[Form of Warrant Certificate]


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to VStock Transfer, LLC, a California limited liability company, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred
to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants.
A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of
Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.





 






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The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 






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Election to Purchase


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment
for such shares of Common Stock to the order of TradeUP Acquisition Corp. (the “Company”) in the amount of $[●] in accordance
with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of [●],
whose address is and that such shares of Common Stock be delivered to whose address is [●]. If said number of shares of Common Stock
is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares of Common Stock be registered in the name of [●], whose address is and that such Warrant Certificate
be delivered to [●], whose address is [●].


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant
is a Private Warrant or a Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common
Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares
of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to
the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common
Stock be registered in the name of [●], whose address is and that such Warrant Certificate be delivered to [●], whose address
is [●].


 


[Signature Page Follows]


 









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	Date: [●], 2021	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)


Signature Guaranteed:


	 	 	 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 


[Signature Page to Warrant Agreement Exhibit A
Election to Purchase]


 






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EXHIBIT B


 


PRIVATE WARRANTS AND WORKING CAPITAL WARRANTS LEGEND


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED
IN THE LETTER AGREEMENT BY AND AMONG TRADEUP ACQUISITION CORP. (THE “COMPANY”), TRADEUP ACQUISITION SPONSOR LLC AND THE OTHER
PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS
AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED
TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS
CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


No. Warrants


 








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