Exhibit 4.4


 


WARRANT AGREEMENT


TRADEUP GLOBAL CORPORATION


 


and


 


VSTOCK TRANSFER, LLC


 


Dated [●], 2021


 


This Warrant Agreement (this
 “Agreement”), dated [●], 2021, is by and between TradeUP Global Corporation, a Cayman Islands exempted
company (the “Company”), and VStock Transfer LLC, as warrant agent (in such capacity, the “Warrant
Agent”).


 


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 Ordinary Share 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 redeemable warrants (including up to 300,000 redeemable warrants
subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants”). Each whole
Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary
Shares”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder
of the Public Warrants will not be able to exercise any fraction of a Warrant; and 


 


WHEREAS, it is proposed that
the Company enter into that certain Private Placement Unit Purchase Agreement, with TradeUP Global Sponsor LLC, a Cayman Islands limited
liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 215,000 warrants
(or 227,000 warrants if the Over-allotment Option (as defined below) is exercised in full) (the “Sponsor Private Placement
Units”) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), each
Sponsor Private Placement Unit comprised of one Ordinary Share and one-half of one Ordinary Share for $11.50 per whole share; and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business
Combination”), 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 units at a price of $10.00 per unit, each such unit comprised of one Ordinary Share, and one-half of one warrant (the “Working
Capital Warrant” and together, with the Sponsor Private Placement Warrants, the “Private Placement Warrants”
and the Private Placement Warrants and the Public Warrants, collectively, the “Warrants”), each Working Capital
Warrant entitles the holder thereof to purchase one-half of one Ordinary Share for $11.50 per whole share; and 


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) registration statement on Form S-1, File
No. 333-[●], and a prospectus (the “Prospectus”), for the registration, under the Securities Act
of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Ordinary Shares included
in the Units; 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 initially 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 certificated Warrant 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 (“Definitive Warrant Certificates”)
which shall be in the form annexed hereto as Exhibit A. 


 






     


     


    

 


Physical certificates,
if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief
Financial Officer, Chief Operating Officer, General Counsel, 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, 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 Ordinary Shares 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 US Tiger Securities, Inc., as representative of the several underwriters, but in no event shall the Ordinary Shares 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 of the Company reflecting the receipt by the Company of the gross proceeds of the Offering, including
the proceeds then 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 Current
Report on Form 8-K, and (b) the Company issues a press release announcing when such separate trading shall begin. 


 


2.5             
Fractional Warrants.  The Company shall not issue fractional Warrants other than as part of the Units, each of
which is comprised of one Ordinary Share and one-half of one whole Warrant. If, upon the detachment of Public Warrants from the Units
or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole
number the number of Warrants to be issued to such holder. 


 






     


     


    

 


2.6             
Private Placement Warrants; Working Capital Warrants.


 


2.6.1       
The Private Placement Warrants shall be identical to the Public Warrants, except that the Private Placement Warrants: (i) may
be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) shall not
be redeemable by the Company, (iii) may be converted at the option of the holder into Public Warrants in accordance with Section 5.7,
and (iv) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, shall be subject to the transfer restrictions
set forth in Section 5.8; provided, however, that notwithstanding clause (iv) and Section 5.8, the Private
Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: 


 


(a)           to
the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members
or partners of the Sponsor or their affiliates or any affiliates of the Sponsor; 


 


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


 


(c)            in
the case of an individual, by virtue of laws of descent and distribution upon death of the 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 Business Combination at prices no greater than
the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; 


 


(f)            by
virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon dissolution of the Sponsor; 


 


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


 


(h)       to
the Company for no value for cancellation in connection with the consummation of our initial Business Combination;


 


(i)       in
the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all
of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the
completion of the Company’s initial Business Combination; 


 






     


     


    

 


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


 


3.                 
Terms and Exercise of Warrants.


 


3.1             
Warrant Price.  Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such
Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares 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 (including in cash or by payment
of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which
Ordinary Shares 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 fifteen Business Days (unless otherwise required
by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided, however,
that the Company shall provide at least five 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”)
(a) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a
Business Combination; and (ii) the date that is twelve (12) months from the date of the closing of the Offering; and (b) terminating
at the earliest to occur of: (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the
Company completes its initial Business Combination; (y) the liquidation of the Company in accordance with the Company’s amended
and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination;
and (z) other than with respect to the Private Placement Warrants, 5:00 p.m., New York City time on the Redemption Date (as defined
below) as provided in Section 6.3 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 or a valid exemption therefrom being available. Except with
respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant in the
event of a redemption (as set forth in Section 6 hereof)), each Warrant (other than a Private Placement Warrant)
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, however, 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.  


 






     


     


    

 


3.3             
Exercise of Warrants.


 


3.3.1       
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder
thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the
Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes
in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of
the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the
Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share 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
Ordinary Shares and the issuance of such Ordinary Shares, as follows: 


 


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


 


(b)           with
respect to any Private Placement Warrant, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained
by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor
Exercise Fair Market Value” (as defined in this subsection 3.3.1(b)) less the Warrant Price by (y) the
Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Exercise Fair
Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days
ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant
Agent; 


 


(c)       as
provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or 


 


(d)       as
provided in Section 7.4 hereof. 


 


3.3.2       
Issuance of Ordinary Shares 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 Ordinary Shares to which he, she or it is
entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, 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
as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
Ordinary Shares 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 Ordinary Shares 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 or a valid
exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares
upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have 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.
Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole
number of Ordinary Shares. 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 an Ordinary Share, the Company shall
round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder. 


 






     


     


    

 


3.3.3       
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and nonassessable. 


 


3.3.4       
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is
issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record
of such Ordinary Shares 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 register of members 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 at the close of business on the next succeeding
date on which the share transfer books or book-entry system are open. 


 


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 (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person
and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination
of such sentence is being made, but shall exclude Ordinary Shares 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 shares 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 Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the
number of outstanding Ordinary Shares 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 VStock Transfer, LLC, as transfer agent (in such
capacity, the “Transfer Agent”), setting forth the number of Ordinary Shares 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 Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary
Shares 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 issued and outstanding Ordinary Shares 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             
Share Capitalizations.


 


4.1.1       
Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number
of issued and outstanding Ordinary Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a sub-division
of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the
number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding
Ordinary Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Ordinary
Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number
of Ordinary Shares equal to the product of (i) the number of Ordinary Shares 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 Ordinary Shares) multiplied
by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the
Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, 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) “Historical Fair
Market Value” means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period
ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.


 






     


     


    

 


4.1.2       
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially
all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets on account of such Ordinary
Shares (or other shares 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 Ordinary Shares in
connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares
in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to
affect the substance or timing of the Company’s obligation to provide for the redemption of Class A ordinary shares in connection
with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not consummate its initial
Business Combination within 24 months from the closing of the Offering, or in connection with the redemption of public shares 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 Company’s board of directors (the “Board”), in good faith) of any securities
or other assets paid on each Ordinary Share 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 Ordinary Shares during the 365-day period ending
on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be 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 Ordinary Shares issuable on exercise of
each Warrant).


 






     


     


    

 


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


 


4.3             
Adjustments in Exercise Price. Whenever the number of Ordinary Shares 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 Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the
denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.


 


4.4             
[Reserved]


 


4.5             
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued
and outstanding Ordinary Shares (other than a change covered by Section 4.1 or Section 4.2 hereof
or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into
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 issued and outstanding Ordinary Shares), 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 Registered Holder 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 Ordinary Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or 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; and if any reclassification or reorganization also results in a change in Ordinary Shares covered by Section
4.1 or Section 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.5.
The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share issuable
upon exercise of such Warrant.


 


4.6             
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares 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 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 4.5, 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.


 






     


     


    

 


4.7             
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares 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 Ordinary Shares to be issued to such holder.


 


4.8             
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 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.


 


5.                 
Transfer and Exchange of Warrants.


 


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, 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, conversion 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 except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in
whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided
further that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement
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             
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall
result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4             
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5             
Warrant Execution and Countersignature. 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.


 


5.6             
Transfer of Public 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.


 


5.7             
Conversion of Private Placement Warrants. At any time on or after the date thirty (30) days after the completion by the
Company of an initial Business Combination, Registered Holders of Private Placement Warrants (other than the Company) shall be entitled
to cause the Company to convert all or any portion of the Private Placement Warrants into Public Warrants. Any such conversion of Private
Placement Warrants shall be effected by the Registered Holder giving irrevocable written notice to the Warrant Agent specifying the number
of Private Placement Warrants that the Registered Holder desires to convert (the “Conversion Notice”), together with
a surrender of the Private Placement Warrants in accordance with Section 5.2. The Company shall effect such conversion pursuant
to the Conversion Notice on a date no later than three (3) Business Days following delivery of the Conversion Notice and, following such
conversion, such Registered Holder shall cease to have any right, title and interest in and to the specified Private Placement Warrants.
To the extent applicable at the time of such conversion, the Company may include the first sentence of the legend set forth on Exhibit
B upon such Public Warrants when issued.


 


5.8             
Transfer of Private Placement Warrants. Except in connection with a conversion of Private Placement Warrants into Public
Warrants in accordance with Section 5.7 or a transfer to Permitted Transferees in accordance with Section 2.6 hereof,
the Private Placement Warrants may not be transferred, assigned, sold or exchanged, either individually or together with the Sponsor Private
Placement Units in which such Warrant is included. The Ordinary Shares issuable upon exercise of the Private Placement Warrants may not
be transferred, assigned or sold, unless otherwise consented to in writing by the Company, until the date thirty (30) days after the completion
by the Company of an initial Business Combination. Private Placement Warrants that are transferred to persons other than Permitted Transferees
in violation of this Section 5.8 at any time on or after the date thirty (30) days after the completion by the Company of an initial
Business Combination shall be deemed to have effected a conversion of such Private Placement Warrants immediately prior to such transfer
into Public Warrants, and such Warrants shall cease to be Private Placement Warrants and shall become Public Warrants under this Agreement,
including for purposes of Section 9.8 hereof.


 






     


     


    

 


6.                 
Redemption.


 


6.1             
Redemption of Warrants When Shares Trade At or Above $16.50. Subject to Section 2.6 hereof, all, but
not less than all, of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period,
at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below,
at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $16.50 per share (subject to
adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering
the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section 6.3 below).


 


6.2             
Redemption of Warrants When Shares Trade At or Above $10.00. Subject to Section 2.6 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office
of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below,
at a Redemption Price of $0.10 per Warrant, provided that the Reference Value equals or exceeds $10.00 per share (subject to adjustment
in compliance with Section 4 hereof). During the 30-day Redemption Period in connection with a redemption pursuant
to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined by reference to the table below, based
on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair
Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”).
Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the
volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice
of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption
pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value
no later than one (1) Business Day after the ten (10) trading day period described above ends.


  


	 	 	Fair Market Value of Class A Ordinary Shares	 
	Redemption Date
 (period to expiration of warrants)	 	≤10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 


 









     


     


    

 





The exact Redemption
Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is
between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to
be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number
of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable,
based on a 365- or 366-day year, as applicable.


 


The share prices
set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise
of a Warrant or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon
exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings
shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares
deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable
upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same
time as the number of shares issuable upon exercise of a Warrant. If the Exercise Price of a warrant is adjusted, the adjusted share prices
in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant
to such Exercise Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361
Ordinary Shares per Warrant (subject to adjustment)


 


6.3             
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem
the Warrants pursuant to Sections 6.1 or 6.2, 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. As used in this Agreement,
(a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections
6.1 or 6.2 and (b) “Reference Value” shall mean the last reported sales price
of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior
to the date on which notice of the redemption is given.


 


 






     


     


    

 


6.4             
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.3 hereof and prior to the Redemption Date. 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.


 


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


 


7.1             
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
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 shareholders in respect of the meetings of shareholders 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.


 


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


 


7.4             
Registration of Ordinary Shares; Cashless Exercise at Company’s Option.


 






     


     


    

 


7.4.1       
Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20)
Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the
Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days
following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If
any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the
Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business
Day after the closing of the 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 issuance of
the Ordinary Shares 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 another exemption) for that number of Ordinary Shares
equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the
Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair
Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value”
shall mean the volume-weighted average price of the Ordinary Shares 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 Ordinary Shares 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) 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 doubt, unless and until all of the Warrants have been exercised or have expired, 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 Ordinary Shares are at the time of any exercise of a Public Warrant
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, 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 as described
in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file
or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise
of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register
or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption
is not available.


 


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 Ordinary Shares 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.


 






     


     


    

 


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 or other entity organized
and existing under the laws of the State of New York, in good standing and having its principal office in the United States of America,
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 Ordinary Shares not later than the effective date of any such
appointment.


 


8.2.3       
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be
consolidated or any entity 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, the President, the Chief Financial Officer, Chief Operating Officer,
the General Counsel, the Secretary or the 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, fraud or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
costs and reasonable outside 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, fraud 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 Ordinary Shares to be
issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and
nonassessable.


 






     


     


    

 


8.4.4       
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 Ordinary
Shares through the exercise of the Warrants.


 


8.4.5       
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 Wilmington Trust Company 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 Global Corporation


437 Madison Avenue, 27th Floor


New York, New York 10022


		Attention:	[●]



 


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


 


Sidley Austin LLP


787 Seventh Avenue


New York, New York 10019


		Attention:	David Ni



David C. Buck


 


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, New York 11598


 






     


     


    

 


9.3             
Applicable Law and Exclusive Forum. 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. Subject to applicable law, the Company hereby agrees that any
action, proceeding or claim against it arising out of or relating in any way to this Agreement shall 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,
which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such
exclusive 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.


 


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, corporation or other entity 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 United States of America, 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 (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms
of the Warrants and this Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition
of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or
(iii) adding or changing any 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 rights of the Registered Holders under this Agreement.
All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period
and any amendment to the terms of only the Private Placement Warrants, 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 Placement Warrants
or any provision of this Agreement with respect to the Private Placement Warrants, 50% of the then-outstanding Private Placement Warrants.
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.


 


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 Placement
Warrants


 






     


     


    

 


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


 


	 	TRADEUP GLOBAL CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 


 






     


     


    







 


EXHIBIT A


 


[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 Global Corporation


 


Incorporated Under the Laws of the Cayman Islands


 


CUSIP [●]


 


Warrant Certificate


 


This Warrant Certificate
certifies that [               ], or registered
assigns, is the registered holder of [               ] warrant(s) (the
 “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001
par value (“Ordinary Shares”), of TradeUP Global Corporation, a Cayman Islands exempted company (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 nonassessable Ordinary Shares 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 Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall,
upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of
Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in
the Warrant Agreement. 


 


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


 






    	 	A-1	 



     


    

 


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. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


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. 


 


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.


 






    	 	A-2	 



     


    







 


	 	TRADEUP GLOBAL CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 


 






    	 	A-3	 



     


    

 


[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 [               ]
Ordinary Shares 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 New York 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, respectively) 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 issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a
prospectus thereunder relating to the Ordinary Shares 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 Ordinary Shares 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 an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares
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.


 






    	 	A-4	 



     


    

 


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.


 


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 shareholder of the Company.


 


 


 



    	 	A-5	 



     


    

 


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 [               ]
Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of TradeUP Global Corporation (the “Company”)
in the amount of $[               ] in accordance with the
terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [               ],
whose address is [               ] and that such Ordinary Shares
be delivered to [               ] whose address is [               ].
If said [               ] number of Ordinary Shares is less
than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining
balance of such Ordinary Shares 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 6.2 of the Warrant Agreement and a holder thereof
elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall
be determined in accordance with Section 6.2 of the Warrant Agreement. 


 


In the event that the Warrant
is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of
the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(b) 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 Ordinary Shares 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 Ordinary Shares 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 Ordinary
Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the
name of [               ], whose address is [               ]
and that such Warrant Certificate be delivered to [               ],
whose address is [               ]. 


 


(Signature Page Follows)


 


   


 


 


Date: [               ],
20


 






    	 	A-6	 



     


    

 


	 	(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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 






    	 	A-7	 



     


    







 


EXHIBIT B


 


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 GLOBAL CORPORATION (THE “COMPANY”), TRADEUP GLOBAL 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 CLASS A
ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND
SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


 


 


NO. [               ]
WARRANT


 






    	 	B-1