Exhibit 10.2


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: up to U.S.$300,000	Dated as of April 12, 2021
	(as set forth on the Schedule of Borrowings attached
hereto)	 




  


TradeUP 88 Corp., a Cayman
Islands exempted company and blank check company (the “Maker”), promises to pay to the order of TradeUP 88 Sponsor
LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of up to Three Hundred Thousand U.S. Dollars (U.S.$300,000) (as set forth on the Schedule of Borrowings attached
hereto) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall
be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee
may from time to time designate by written notice in accordance with the provisions of this Note.


 


1.            Principal.
The principal balance of this Note shall be payable by the Maker on the earlier of: (i) September 30, 2021;
and (ii) the date on which the Maker consummates an initial public offering of its securities
(the “IPO”), unless accelerated upon the occurrence of an Event of Default. The principal balance may be
prepaid at any time by the Maker, at its election and without penalty. Under no circumstances shall any individual, including but
not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or
liabilities of the Maker hereunder.


 


2.            Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3.            Drawdown
Requests. The Maker and the Payee agree that the Maker may request up to Three Hundred Thousand U.S. Dollars (U.S.$300,000) for costs
reasonably related to the Maker’s formation and proposed IPO. The principal of this Note may be drawn down from time to time prior
to the earlier of: (i) September 30, 2021; and (ii) the date on which the Maker consummates the IPO, upon written
request from the Maker to the Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be
drawn down, and must not be an amount less than One Thousand U.S. Dollars (U.S.$1,000) unless agreed upon by the Maker and the Payee.
The Payee shall fund each Drawdown Request no later than one business day after receipt of a Drawdown Request; provided, however, that
the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand U.S. Dollars (U.S.$300,000). No fees, payments
or other amounts shall be due to the Payee in connection with, or as a result of, any Drawdown Request by the Maker.


 


4.            Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to
the reduction of the unpaid principal balance of this Note.


 


5.            Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)            Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified in Section 1 above.


 


(b)            Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.


 






    


     


    

 


(c)            Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


6.            Remedies.


 


(a)            Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)            Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c) hereof, the unpaid principal balance of this Note,
and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of the Payee.


 


7.            Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee
under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold
upon any such writ in whole or in part in any order desired by the Payee.


 


8.            Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of
the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the
Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to the Maker or affecting the Maker’s liability hereunder.


 


9.            Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so
transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (l) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


10.           Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK.


 


11.           Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.           Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any distribution of or from the trust account to be established in which proceeds of the IPO
(including the deferred underwriters discounts and commissions) and proceeds of the sale of the warrants issued in a private placement
to occur in connection with the consummation of the IPO are to be deposited, as described in greater detail in the registration statement
and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 






    2


     


    

 


13.           Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker
and the Payee.


 


14.           Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.


 


[Signature page follows]


 






    3


     


    

 


IN
WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned
as of the day and year first above written.


 


	 	TRADEUP 88 CORP.
	 	a Cayman Islands exempted company




 


	 	By:	/s/ Lei Huang
	 	 	Name: Huang Lei
	 	 	Title: Co-CEO




 


Agreed and Acknowledged:


 


	TRADEUP 88 Sponsor LLC	 
	a Cayman Islands limited liability company	 




 


	By:	/s/ Jianwei Li	 
	 	Name: Jianwei Li	 
	 	Title: Manager	 




 


Signature Page to
Promissory Note


 






    


     


    

 


SCHEDULE OF BORROWINGS


 


The following increases or decreases in this Promissory
Note have been made:


 


	Date of Increase or 
 Decrease	 	Amount of decrease in
 Principal Amount of this
 Promissory Note	 	Amount of increase in 
 Principal Amount of this 
 Promissory Note	 	Principal Amount of this 

Promissory Note 
 following such decrease
 or increase