Exhibit 10.5


 



PRIVATE
PLACEMENT SHARE PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein,
this “Agreement”), dated as of [•], 2021, is entered into by and between TradeUP 88 Corp., a Cayman Islands
exempted company (the “Company”), and TradeUP 88 Sponsor LLC, a Cayman Islands limited liability company (the
 “Purchaser”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”),
and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of
$11.50 per Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange
Commission (the “SEC”), File Number [•] (the “Registration Statement”), under the
Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS,
the Purchaser has agreed to purchase an aggregate of 340,000 Shares (and up to 26,400 additional Shares if the underwriters in
the Public Offering exercise their option to purchase additional units in full) (the “Private Placement Shares”).


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound,
agree as follows:


 


AGREEMENT


 


Section
1.             Authorization,
Purchase and Sale; Terms of the Private Placement Shares.


 


(a)          Authorization of the Private Placement Shares.
The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.


 


(b)          Purchase and Sale of the Private Placement
Shares.


 


(i)          On the date of the consummation of the Public
Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, 340,000 Private Placement Shares at a price of $10.00 per Private Placement Share for an aggregate
purchase price of $3,400,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer
of immediately available funds in the following amounts: (a) $1,760,000 to or on behalf of the Company at a financial institution
to be chosen by the Company; and (b) $1,400,000 to the trust account maintained by Wilmington Trust Company, acting as trustee
(the “Trust Account”), in each case in accordance with the Company’s wiring instructions, at least one
business day prior to the IPO Closing Date; provided, however, that if underwriters of the Public Offering exercise
their option to purchase additional units, in whole or in part, the amount in clause (b) shall instead be equal to 2% of the gross
proceeds of the Public Offering, including such option, and the amount in clause (a) shall instead be equal to the difference
between (x) $3,400,000 and (y) 2% of the gross proceeds of the Public Offering. On the IPO Closing Date, subject to the receipt
of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private
Placement Shares purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery
in book-entry form.





     


     


    



(ii)         On the date of the closing of the option to purchase
additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by
the Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and the IPO
Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, up to 26,400 Private Placement Shares (or, to the extent the option to purchase additional units is
not exercised in full, a lesser number of Private Placement Units in proportion to portion of the option that is exercised) at
a price of $10.00 per Private Placement Share for an aggregate purchase price of up to $264,000 (the “Option Purchase
Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by
wire transfer of immediately available funds to the Trust Account, at least one business day prior to the Option Closing Date.
On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at
its option, deliver a certificate evidencing the Private Placement Shares purchased on such date duly registered in the Purchaser’s
name to the Purchaser or effect such delivery in book-entry form.


 


(c)          Terms of the Private Placement Shares.


 


(i)          The Private Placement Shares are identical to
the Shares that are part of the units to be offered in the Public Offering except that: (a) the Private Placement Shares will
not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial
business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted
transferees; and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and
they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available,
and the restrictions described above in clause (a) have expired.


 


(ii)         On the IPO Closing Date, the Company and the
Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to
which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.


 


Section
2.             Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private
Placement Shares, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive
each Closing Date) that:


 


(a)          Incorporation and Corporate Power. The
Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and
is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material
adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate
power and authority necessary to carry out the transactions contemplated by this Agreement.





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(b)          Authorization; No Breach.


 


(i)          The execution, delivery and performance of this
Agreement and the Private Placement Shares have been duly authorized by the Company as of the Closing Date. This Agreement constitutes
the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance
with, and payment pursuant to, the terms of this Agreement, the Private Placement Shares will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms as of the Closing Date.


 


(ii)         The execution and delivery by the Company of
this Agreement and the Private Placement Shares, the issuance and sale of the Private Placement Shares and the fulfillment of
and compliance with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation
of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a
violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or
filing with, any court or administrative or governmental body or agency pursuant to the memorandum and articles of association
of the Company (in effect on the date hereof or as may be amended prior to completion of the Public Offering) or any material
law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company
is subject, except for any filings required after the date hereof under federal or state securities laws.


 


(c)          Title to Securities. Upon issuance in
accordance with, and payment pursuant to, the terms hereof, and upon registration in the Company’s register of members,
the Private Placement Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with,
and payment pursuant to, the terms hereof, and upon registration in the Company’s register of members, the Purchaser will
have good title to the Private Placement Shares purchased by it, free and clear of all liens, claims and encumbrances of any kind,
other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


(d)          Governmental Consents. No permit, consent,
approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the
execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.





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(e)          Regulation D Qualification. Neither the
Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or
more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506 (d) of Regulation
D under the Securities Act.


 


Section
3.             Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the
Private Placement Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


(a)          Organization and Requisite Authority.
The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


(b)          Authorization; No Breach.


 


(i)          This Agreement constitutes a valid and binding
obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general
equitable principles (whether considered in a proceeding in equity or law).


 


(ii)         The execution and delivery by the Purchaser of
this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each
Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity
or assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or
notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s
organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering,
or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment
or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities
laws.


 


(c)          Investment Representations.


 


(i)          The Purchaser is acquiring the Private Placement
Shares, for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public
sale or distribution thereof.


 


(ii)         The Purchaser is an “accredited investor”
as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.





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(iii)        The Purchaser understands that the Private Placement
Shares are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United
States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of
such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)        The Purchaser did not decide to enter into this
Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities
Act.


 


(v)         The Purchaser has been furnished with all materials
relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Private Placement
Shares which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive
officers and directors of the Company. The Purchaser understands that its investment in the Private Placement Shares involves
a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Private Placement Shares.


 


(vi)        The Purchaser understands that no United States
federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Private Placement Shares or the fairness or suitability of the investment in the Private Placement Shares by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)       The Purchaser understands that: (a) the Securities
have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale,
sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom;
and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under
any obligation to register the Private Placement Shares under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position
that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination,
are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company.
Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the
Private Placement Shares despite technical compliance with the requirements of such Rule, and the Private Placement Shares can
be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities
Act.


 


(viii)      The Purchaser has such knowledge and experience
in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies
in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement
Shares and is able to bear the economic risk of an investment in the Private Placement Shares in the amount contemplated hereunder
for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Private
Placement Shares. The Purchaser can afford a complete loss of its investments in the Private Placement Shares.





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(ix)         The Purchaser understands that the Private Placement
Shares shall bear the following legend and appropriate “stop transfer restrictions”:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP.”


 


Section
4.            Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Shares
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


(a)          Representations and Warranties. The representations
and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Date as though
then made.


 


(b)          Performance. The Company shall have performed
and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or
complied with by it on or before such Closing Date.


 


(c)          No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or
in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


(d)          Registration Rights Agreement. The Company
shall have entered into the Registration Rights Agreement, in the form of Exhibit A hereto, on terms satisfactory to the
Purchaser.





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Section
5.             Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the
fulfillment, on or before each Closing Date, of each of the following conditions:


 


(a)          Representations and Warranties. The representations
and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though
then made.


 


(b)          Performance. The Purchaser shall have
performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed
or complied with by the Purchaser on or before such Closing Date.


 


(c)          Corporate Consents. The Company shall
have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and
the issuance and sale of the Private Placement Shares hereunder.


 


(d)          No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or
in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


Section
6.              Miscellaneous.


 


(a)          Successors and Assigns. Except as otherwise
expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto
shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding
the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser
to affiliates thereof (including, without limitation one or more of its members).


 


(b)          Severability. Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


(c)          Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts
taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile or e-mail shall
be valid and effective to bind the party so signing.


 


(d)          Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this
Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.





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(e)          Governing Law. This Agreement shall be
deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with
the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the laws of another jurisdiction.


 


(f)           Amendments. This Agreement may not be
amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


(Signature
page follows)






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.


 





	 	COMPANY:
	 	 	 
	 	TRADEUP 88 CORP.
	 	 	 
	 	By:	 
	 	 	Name: Jianwei Li
	 	 	Title: Co-Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 	 
	 	TRADEUP 88 SPONSOR LLC
	 	 	 
	 	By:	 
	 	 	Name: Jianwei Li
	 	 	Title: Authorized Person




 


Signature
Page to Private Placement Share Purchase Agreement 






     


     


    

EXHIBIT
A


 


Registration
Rights Agreement