Exhibit 10.3


 





FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between TradeUP Global Corporation,
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. 333-253849 (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, $40,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting
Agreement) (or $46,000,000 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 $1,400,000, or $1,610,000 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 a business combination fee that will be payable by the
Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Business Combination
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;


 






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(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;


 


(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


 






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


 


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 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 Business Combination 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 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;


 






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(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;


 


(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 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.


 






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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.


 


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 Global 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 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.


 






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(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.


 


(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) 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 Global Corporation


437 Madison Avenue, 27th Floor


New York, New York 10022


Attn: Jianwei Li


Email: jianwei@zhenchengcap.com


 






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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


 


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 Global Corporation
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 
	 	TRUSTEE:
	 	 
	 	Wilmington Trust, National Association,
	 	as Trustee
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:




 


Signature Page to Investment Management Trust
Agreement





 






     


     


    

 


SCHEDULE A


 


Fee Schedule 


 


TradeUP Global Corporation


 


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 Global Corporation (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           
(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 Business Combination 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 Business Combination 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 Global Corporation
	 	 
	 	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 Global Corporation (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           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 Global Corporation
	 	 
	 	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 Global Corporation (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 Global Corporation
	 	 
	 	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 Global Corporation (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 Global Corporation
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:




 


cc: US Tiger Securities, Inc.