Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made
as of February 13, 2020 by and between Newborn Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company, as trustee (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-235788 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and


 


WHEREAS, Chardan Capital
Markets LLC (“Chardan”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, if a Business
Combination is not consummated within the initial 12 month period following the closing of the IPO, the Company’s insiders
may extend such period two times by an additional three-months each time, up to a maximum of 18 months in the aggregate, by depositing
$500,000 (or $575,000 if the Underwriters’ over-allotment option is exercised in full) into the Trust Account (as defined
below) no later than the 12 month anniversary of the IPO or the 15 month anniversary of the IPO (each, an “Applicable Deadline”),
as applicable, for each three-month extension (each, an “Extension”), in exchange for which they will receive promissory
notes; and


 


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association,
$50,000,000 of the gross proceeds of the IPO and a private placement taking place simultaneously therewith ($57,500,000 if the
over-allotment option is exercised in full), plus any amount eventually deposited on account of any Extension, will be delivered
to the Trustee to be deposited and held in the Trust Account for the benefit of the Company and the holders of the Company’s
ordinary shares, par value $0.0001 per share, issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee,
including the proceeds from any loans in connection with an Extension, if any, will be 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, 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.


 


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 a segregated trust account (“Trust Account”)
established by the Trustee at JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets
of $100 billion or more) in the United States, maintained by Trustee, and at a brokerage institution selected by the Trustee that
is reasonably satisfactory to the Company;


 


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


 


(c) In a timely manner,
upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills, notes or
bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;
it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder and that Trustee may earn bank credits or other consideration;


 



     


     


    

 


(d) Collect and receive,
when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term
is used herein;


 


(e) Notify the Company
and Chardan of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(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; and


 


(i) Commence liquidation
of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the
Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case
of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Chardan,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination
Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been
received by the Trustee by the 12-month anniversary of the closing of the IPO (“Closing”) or, in the event that the
Company extended the time to complete the Business Combination for up to 15 or 18 months from the closing of the IPO but has not
completed the Business Combination within such 15- or 18-month period, the 15- or 18-month anniversary of the Closing (as applicable,
the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.


 


(j) Upon receipt of an
extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business days prior to
the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in
the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter.


 


(k) Not disburse any
amounts from the Trust Account in connection with a Business Combination in the event that the amount per share to be received
by the redeeming Public Shareholders is less than $10.00 per share (plus the amount per share deposited in the Trust Account pursuant
to any Extension Letter).


 


(l) In connection with
a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other person, disburse
the per share amount to redeeming Public Shareholders (other than shares tendered through the Depository Trust Company) that have
tendered their shares directly to the Trustee.


 


(m) Promptly acknowledge
and comply with any irrevocable instruction letter delivered in the form of Exhibit E delivered by the Company in connection with
the disbursement of funds to a Public Shareholder.


 


(n) Promptly acknowledge,
in writing to any redeeming Public Shareholder and the Company, any irrevocable instruction letter in the form of Exhibit F delivered
by such redeeming Public Shareholder after the announcement by the Company of a proposed Business Combination and promptly comply
with any irrevocable written instruction letter in the form of Exhibit F delivered by such Public Shareholder in connection with
the disbursement of funds to such Public Shareholder if the Company has not notified the Trustee in writing during the Objection
Period that such irrevocable written instruction letter is a Non-Compliant Instruction Letter (as defined below).


 



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2. Limited Distributions of Income from
Trust Account.


 


(a) 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, the
Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover
any income or other tax obligation owed by the Company.


 


(b) The limited distributions
referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a),
no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c) The Company shall
provide Chardan with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after such issuance.


 


(d) If applicable, the
Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior
to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the
Applicable Deadline.


 


(e) The Company shall,
promptly following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination
has been extended.


 


3. 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 the Company’s Chairman of the Board, Chief Executive Officer or Chief Financial
Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, 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 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 the provisions
of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim,
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 income earned
from investment of 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 paragraph, it shall notify the Company in writing of such
claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to
provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced
by such failure. 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. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent
shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel.


 


(c) Pay the Trustee an
initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and
2(b) as set forth on Schedule A hereto, 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 and further agreed that any fees owed to the Trustee shall be deducted
by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation
of the Company’s initial acquisition, share exchange, share reconstruction and amalgamation, purchase of all or substantially
all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”),
or pursuant to Section 2 (b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation
of the IPO and thereafter on the anniversary of the Effective Date.


 



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(d) In connection with
any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the
Company’s shareholders regarding such Business Combination.


 


(e) In the event that
the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that
it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(f) Upon receiving the
written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder with a copy
of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined in
Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other
notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property
left in the Trust Account being less than $50,000,000 (or $57,500,000 if the Underwriters’ over-allotment option is exercised
in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property
shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement
Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least
two business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed
from the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date.


 


(g) At the request of
any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form
and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption
in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated.
to the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee directing the Trustee to
disburse no less than $10.00 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter)
to such Public Shareholder.


 


(h) Following receipt
of a copy of an irrevocable written instruction letter in the form of Exhibit F delivered by a Public Shareholder who has removed
shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in
book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination
to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been
announced on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed
is not greater than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm
the requirements of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s
receipt of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection
Period”), the Company will notify the applicable Public Shareholder and the Trustee in writing that such irrevocable written
instruction letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter.


 


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


 


(a) Take any action with
respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any party
except for liability arising out of its own gross negligence or willful misconduct;


 


(b) 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 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;


 


(c) Change the investment
of any Property, other than in compliance with paragraph 1(c);


 



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


 


(e) 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;


 


(f) 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 exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Trustee), 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 is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. 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;


 


(g) Verify the correctness
of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or
any other action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state
and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements
with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the
Property;


 


(i) Pay any taxes on
behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such
taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) 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; and


 


(k) Verify calculations,
qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 


5. 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 3(b)
or Section 3(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.


 


6. 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 during which time the Trustee shall 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,
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 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 in accordance with the provisions of paragraph 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Paragraph 3(b).


 



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7. Miscellaneous.


 


(a) The Company and the
Trustee each acknowledge that the Trustee will follow the security procedures set forth below 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 information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will 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. The Trustee shall not be liable for any loss,
liability or expense resulting from any error in the information or transmission of the wire.


 


(b) This Agreement shall
be governed by and construed and enforced in accordance with 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. It 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),
1(k), 1(l), 1(m), 1(n), 3(g), 3(h) 7(c) and 7(h) (which may only be amended with the approval of the holders of at least 50% of
the ordinary shares sold in the IPO, provided that all Public Shareholders must be given the right to receive a pro-rata portion
of the trust account (no less than $10.00 per share plus the amount per share deposited in the Trust Account pursuant to any Extension
Letter) in connection with any such amendment), this Agreement or any provision hereof may only be changed, amended or modified
by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made
without the prior written consent of Chardan. As to any claim, cross-claim or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any
proposed amendment.


 


(d) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for
purposes of resolving any disputes hereunder.


 


(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 or by facsimile
transmission:


 


if to the Trustee,
to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company,
to:


 


Newborn Acquisition Corp.

Room 801, Building C

SOHO Square, No. 88

Zhongshan East 2nd Road, Huangpu District

Shanghai, 200002 China

Attn: Wenhui Xiong


 



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in either case with
a copy (which copy shall not constitute notice) to:


 


Chardan Capital Markets, LLC

17 State Street, Suite 1600

New York, NY 10004

Attn: George Kaufman

Facsimile: (646) 465-9039


 


and


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Giovanni Caruso, Esq.

Fax No.: (212) 407-4990


 


and


 


Greenberg Traurig, LLP

1750 Tysons Boulevard, Suite 1000


 


McLean, Virginia 22102

Attn: Alan Annex and Jason Simon

Fax No.: (703) 749-1301


 


(f) This Agreement may
not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each of the Trustee
and the Company 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.


 


(h) Each of the Company
and the Trustee hereby acknowledge that Chardan is a third party beneficiary of this Agreement and that each Public Shareholder
is a third party beneficiary of Sections 1(i), 1(k), 1(l), 1 (m), 1(n), 3(g), 3(h), 7(c) and 7(h).


 



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


 


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	            
	 	 	Name: 	Francis Wolf
	 	 	Title: 	Vice President
	 	 	 	 
	 	NEWBORN ACQUISITION CORP
	 	 	 	 
	 	By:	 
	 	 	Name:	Wenhui Xiong
	 	 	Title:	Chief Executive Officer


 



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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$3,500.00
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$10,000.00
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$250.00
	Paying Agent services as required pursuant to Section 1	 	Billed to Company upon delivery of service pursuant to Section 1	 	Prevailing rates


 



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EXHIBIT A


 


[Letterhead of Company]



[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No. [                 ] - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Newborn Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of February 13, 2020 (“Trust Agreement”), this is to
advise you that the Company has entered into an agreement with [___________] (“Target Business”) to consummate a business
combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify
you at least 72 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”).
Capitalized terms used herein and not otherwise defined 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 the Trust Account investments on [  ] and to transfer the
proceeds to the above-referenced account to the effect that, on the Consummation Date, all of funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is
acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not 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,
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] by the Chief Executive Officer, which verifies the
vote of the Company’s shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions
from the Company and Chardan Capital Markets, LLC with respect to the transfer of the funds held in the Trust Account, which must
provide for the disbursement of no less than $10.00 per share plus the amount per share deposited in the Trust Account per Extension
Letter to redeeming Public Shareholders (“Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the counsel’s letter 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 of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution
of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 



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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 the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	NEWBORN ACQUISITION CORP
	 	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	Secretary/Assistant Secretary


 


	Acknowledged and Agreed:	 
	 	 
	Chardan Capital Markets LLC	 
	 	 	 
	By:	                	 
	Name: 	 	 
	Title:	 	 


 



    A-2


     


    

 


EXHIBIT B


 


[Letterhead of Company]



[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No. [                 ] - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Newborn Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of February 13, 2020 (“Trust Agreement”), this is to
advise you that the Company has been unable to effect a Business Combination with a Target Company 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 its IPO. Capitalized terms used herein and not otherwise defined 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 the Trust Account investments and to transfer the total
proceeds to the Trust Operating Account to await distribution to the Public Shareholders. The Company has selected [ ,
20 ] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share
of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while
on deposit in the Trust Operating Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent,
to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended
and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	NEWBORN ACQUISITION CORP
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	Secretary/Assistant Secretary


 


cc: Chardan Capital Markets LLC


 



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EXHIBIT C


 


[Letterhead of Company]



[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No. [                 ]


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between Newborn Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of February 13, 2020 (“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. The Company
needs such funds to pay for its tax obligations. 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]


 


	 	NEWBORN ACQUISITION CORP.
	 	 
	 	By:	                        
	 	 	Name:
	 	 	Title:


cc: Chardan Capital Markets LLC


 



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EXHIBIT D


 


[Letterhead of Company]



[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No. [                 ] Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(l) of the Investment
Management Trust Agreement between Newborn Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
Company, dated as of February 13, 2020 (“Trust Agreement”), this is to advise you that the Company is extending the
time available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months, from
______________ to ____________ (the “Extension”).


 


This Extension Letter shall serve as the
notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to deposit [$500,000] [(or $575,000 if the underwriters’ over-allotment option was exercised
in full)], which will be wired to you, into the Trust Account investments upon receipt.


 


This is the _____ of up to two Extension
Letters.


 


	 	Very truly yours,
	 	 
	 	NEWBORN ACQUISITION CORP.
	 	 	 
	 	By:	                    
	 	 	Name:
	 	 	Title:


 


cc: Chardan Capital Markets LLC


 



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EXHIBIT E


 


[Letterhead of Company]



[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No. [                 ] - Combination Irrevocable Instruction in Connection with Business Combination


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraphs 1(m) and 3(g)
of the Investment Management Trust Agreement between Newborn Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of February 13, 2020 (“Trust Agreement”), this
constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust
Agreement), disburse a per share amount of $            , for a total
disbursement of $           which is not less than $10.00 (plus the amount per share
deposited in the Trust Account pursuant to any Extension Letter) to (the “Shareholder”) for the              ordinary
shares of the Company delivered to you prior to or concurrently herewith for redemption in connection with the Business
Combination, and (ii) promptly deliver to the Shareholder the amounts specified in clause (i), less a processing fee of $350
per transaction received. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker
is also attached.


 


The Company shall indemnify you and your
officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and
all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or
asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of
your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against
any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is
determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect to
any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you
shall be entitled to rely in this regard on the advice of counsel.


 


The Board of Directors of the Company has
approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify your
firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


The Shareholder is intended to be and is
a third party beneficiary of this letter and the irrevocable instructions set forth herein, and no amendment or modification to
the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By signing below, the person executing this letter certifies
that they are duly authorized to execute this letter on behalf of the Company and to bind the Company to all of the terms and conditions
contained herein.


 


[remainder of page intentionally left
blank]


 



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	 	Very truly yours,
	 	 
	 	NEWBORN ACQUISITION CORP.
	 	 	 
	 	By:	                   
	 	 	Name:
	 	 	Title:


 


	Acknowledged and Agreed:	 
	 	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	 
	Name:	                	 
	Title:	 	 


 


Cc: [SHAREHOLDER].


 


Attachments:


Shareholder Wire Instructions

Share advice or instruction


 



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EXHIBIT F


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No. [                 ] - Irrevocable Instruction in Connection with Business Combination 


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraphs 1(p) and 3(h) of
the Investment Management Trust Agreement between Newborn Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of February 13, 2020 (“Trust Agreement”), this constitutes our
irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse
a per share amount of $_____________, for a total disbursement of $________________ which is not less than $10.00 (plus the amount
per share deposited in the Trust Account pursuant to any Extension Letter) per share to (the “Shareholder”) for the
__________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection
with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i). Our wire instructions are
attached. We understand that a servicing fee of $350 will deducted from our payment. A share advice or DWAC instruction from our
broker and copy of a valid government-issued ID of the signer are attached.


 


The Company shall indemnify you and your
officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and
all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or
asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of
your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against
any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is
determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect to
any action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you
shall be entitled to rely in this regard on the advice of counsel.


 


The Board of Directors of the Company does
hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out
the authority and direction herein contained on the terms herein set forth.


 


No amendment or modification to the instructions
set forth herein may be made without the prior written consent of the Shareholder.


 


[remainder of page intentionally left
blank]


 



    F-1


     


    

 


By signing below, the person executing
this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder and to bind the Shareholder
to all of the terms and conditions contained herein.


 


 


	 	Very truly yours,
	 	 
	 	[SHAREHOLDER (Include full address, email address and phone number for callback confirmation of wire instructions)]
	 	 	 
	 	By:	                         
	 	 	Name:
	 	 	Title:


 


	Acknowledged and Agreed:	 
	 	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	 
	Name: 	                    	 
	Title:	 	 


 


		Cc:	Newborn Acquisition Corp.

Room 801, Building C

SOHO Square, No. 88

Zhongshan East 2nd Road, Huangpu District

Shanghai, 200002, China

Attn: Wenhui Xiong, Chief Executive Officer


 


Attachments:

Shareholder Wire Instructions

Share advice or instruction


 


 




F-2