TradeUP Acquisition stockholders approve merger with Estrella Biopharma; 650K shares redeemed

(6) Proposal 3(f) – to make the Combined Company’s corporate existence perpetual instead of requiring UPTD to be dissolved and liquidated 18 months following the closing of the initial public offering of the Company, and to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies. FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 631 0 N/A

(1) Proposal 3(a) – to change the corporate name of the Combined Company to “Estrella Immunopharma, Inc.” on and from the time of the Business Combination; FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 631 0 N/A

(2) Proposal 3(b) – to increase the authorized shares of common stock of the Combined Company to 250,000,000 shares of common stock, par value of $0.0001 per share; FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 631 0 N/A

The stockholders approved, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of 32,500,000 shares of common stock of the Company in connection with the Business Combination and the issuance of at least 1,500,000 shares of common stock of the Company in connection with satisfying the Merger Financing closing condition to certain investors, if any, prior to or at the Closing, which amount will be determined as described in more detail in the Definitive Proxy Statement. The voting results were as follows: FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 631 0 N/A

The stockholders approved the Estrella Immunopharma, Inc. 2023 Omnibus Incentive Plan, which will become effective as of and is contingent on the consummation of the Business Combination. The voting results were as follows: FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 631 0 N/A

The stockholders approved the appointment of five directors who, upon consummation of the Business Combination, will become directors of the Combined Company. Specifically, appoint each of Dr. Marsha Roberts, Mr. Fan Wu, and Ms. Janelle Wu as Class II director and each of Dr. Cheng Liu and Ms. Pei Xu as Class III director. The voting results for each director nominee were as follows: (1) Dr. Cheng Liu FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 0 631 N/A (2) Dr. Marsha Roberts FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 0 631 N/A (3) Mr. Fan Wu FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 0 631 N/A (4) Ms. Janelle Wu FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 0 631 N/A (5) Ms. Pei Xu FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 0 631 N/A

(4) Proposal 3(d) – to provide that certain named individuals be elected to serve as Class I, Class II, and Class III directors to serve staggered terms on the board of directors of the Combined Company until their respective successors are duly elected and qualified, or until their earlier resignation, death, or removal, and to provide that the removal of any director be only for cause and only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the Combined Company’s then-outstanding shares of capital stock entitled to vote at an election of directors; FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 631 0 N/A

The stockholders approved the proposal to approve, a proposed amended and restated certificate of incorporation (the “Proposed Charter”) of the post-Business Combination company (the “Combined Company”), which will amend and restate the Company’s current amended and restated certificate of incorporation (the “Current Charter”), which will be in effect upon the closing of the Business Combination (the “Closing”). The voting results were as follows: FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 631 0 N/A

(3) Proposal 3(c) – to increase the authorized shares of preferred stock to 10,000,000 shares of preferred stock, par value of $0.0001 per share; FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 631 0 N/A

(5) Proposal 3(e) – to provide that certain amendments to provisions of the Proposed Charter will require the approval of the holders of at least two-thirds (66 and 2/3%) of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendments, and of the holders of shares of each class entitled to vote thereon as a class; and FOR AGAINT ABSTAIN BROKER NON-VOTE 1,884,258 631 0 N/A