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Item 5. Other Information

2023-11-20 compared with 2023-08-01 · 125 added, 53 removed, 8 unchanged (96% of the section changed)

OTHER INFORMATION

The following exhibits are filed as part of, or

incorporated by reference into, this Quarterly Report on Form 10-Q.

Description of Exhibit

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, adopted by stockholders of the Company on July 17, 2023 and filed with the Secretary of State of the State of Delaware on July 17, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2023)

Extension Note, dated April 12, 2023, issued by TradeUP Acquisition Corp.

to Estrella Biopharma, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 13, 2023)

Common Stock Purchase Agreement, dated as of April 20, 2023, by and between TradeUP Acquisition Corp.

and White Lion Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 24, 2023)

Effective upon closing of the Business Combination on September 29,

2023, the Company entered into a Company Stockholder Lock-Up Agreement (“Lock-Up Agreement”) with Eureka substantially similar

to the Form of Lock-Up Agreement attached as Exhibit F to the Merger Agreement, pursuant to which Eureka agreed not to transfer any of

the 25,277,831 shares of Common Stock that it received as merger consideration upon closing of the Business Combination for a period of

six months, subject to certain exceptions and adjustments.

The material terms of the Lock-Up Agreement are described in the definitive

proxy statement/prospectus filed by TradeUP Acquisition Corp.

with the SEC on July 11, 2023 in the section entitled “ Proposal 1:

The Business Combination Proposal — Related Agreements — Lock-Up Agreement ”, which description is incorporated

herein by reference, and is qualified in its entirety by reference to the full text of the Merger Agreement and the Form of Lock-Up Agreement

attached as Exhibit F thereto.

The Merger Agreement is filed as Exhibit 2.1 hereto and incorporated herein by reference.

The following exhibits are filed as part of, or incorporated by reference

into, this Quarterly Report on Form 10-Q.

Agreement and Plan of Merger, dated as of September 30, 2022, by and among the Registrant, TradeUP Merger Sub Inc., and Estrella Biopharma, Inc.

(incorporated by reference to Exhibit 2.1 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023).

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company Current Report on Form 8-K, filed with the SEC on October 5, 2023).

Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023 File No.

Specimen of Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023 File No.

Warrant Agreement, dated July 14, 2021, between TradeUP Acquisition Corp.

and VStock Transfer, LLC, as warrant agent (incorporated by reference to Exhibit 4.4 to the Company Registration Statement on Form S-4/A filed with the SEC on July 10, 2023 File No.

Subscription Agreement dated September 14, 2023 by and among TradeUP Acquisition Corp.

and Plentiful Limited (incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K filed with the SEC on September 20, 2023).

Subscription Agreement dated September 14, 2023 by and among TradeUP Acquisition Corp.

and Lianhe World Limited (incorporated by reference to Exhibit 10.2 to the Company Current Report on Form 8-K filed with the SEC on September 20, 2023).

Common Stock Purchase Agreement by and between TradeUP Acquisition Corp.

and White Lion Capital LLC (incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K filed with the SEC on April 24, 2023).