Exhibit
10.9 


 


SECURITIES
ASSIGNMENT AGREEMENT


 


This Securities
Assignment Agreement is dated as of March 2, 2021 (this “Assignment”), by and among TradeUp Global Sponsor
LLC, a Cayman limited liability company (the “Seller”), and the parties identified on the signature page hereto
(each a “Buyer” and collectively, the “Buyers”).


 


WHEREAS,
on the terms and subject to the conditions set forth in this Assignment, the Seller wishes to assign to the Buyers Class B
ordinary shares, $0.0001 par value (“Class B Shares”), of TradeUp Global Acquisition Corp., a Cayman Islands
exempted company (the “Company”), a newly-organized blank check company, or special purpose acquisition company,
formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or similar business combination with one or more businesses or entities (a “Business Combination”), and the
Buyers wish to purchase and receive such Shares (as defined below) from the Seller.


 


NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Assignment, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


Section 1.
          Assignment of Shares. Seller hereby assigns 20,000 Class B Shares to each of the Buyers (collectively, the “Shares”).
Each Buyer has paid to the Seller an aggregate amount of Four Hundred Forty Dollars ($440), for an aggregate purchase price of
One Thousand Three Hundred Twenty Dollars ($1,320) (the “Purchase Price”), in consideration of the assignment
of the Shares.


 


Section 2.           Potential
Forfeiture of Shares.


 


(a) In
the event that the Company determines for any reason not to nominate, elect or appoint any Buyer as a member of the board of directors
of the Company, or if any Buyer otherwise does not become a member of the board of directors of the Company for any reason, on
or prior to the closing of the Public Offering (as defined below), or if the Public Offering is not consummated on or prior to
December 31, 2021, such Buyer shall automatically forfeit all of the Shares held by such Buyer, which Shares shall automatically
be assigned and returned to the Seller, and the Seller shall promptly return the applicable portion of the Purchase Price to such
Buyer.


 


(b)            In
the event that, following the closing of the Public Offering and prior to the consummation of a Business Combination, any Buyer
resigns or otherwise ceases to serve as a member of the board of the directors for any reason, Seller (or its designee(s)) shall
have the right, but not the obligation, to purchase from the Buyer fifty percent (50%) of the Shares purchased by such Buyer hereunder,
for a purchase price equal to the per-share purchase price paid by such Buyer for such Shares hereunder. Such right shall be exercisable
by Seller at any time prior to the consummation of a Business Combination by providing written notice of such exercise to the
applicable Buyer.


 






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(c)            The
applicable Buyer shall take all actions as may be reasonably necessary to consummate any forfeiture or sale contemplated by this
Section 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by
Seller to be necessary or appropriate, and the applicable Buyer hereby grants to Seller and any representative designated by Seller
without further action by such Buyer a limited irrevocable power of attorney to effect any forfeiture or transfer contemplated
hereby on behalf of such Buyer, which power of attorney shall be deemed to be coupled with an interest.


 


Section 3.          
No Conflicts. Each party represents and warrants that neither the execution and delivery of this Assignment by such party,
nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without notice
or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration
of performance of any obligation required under any agreement to which it is a party.


 


Section 4.
           Investment Representations. Each Buyer represents and warrants, with respect to himself or herself only, as set forth herein.
Such Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. Such Buyer has no need for
liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite
period. Such Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered
by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and
such transfer complies with all applicable lock-up restrictions on such Buyer (as described in the Company’s draft registration
statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933,
as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public
Offering”)). Such Buyer further understands and agrees that Buyer will be required to execute and deliver (a) a
letter agreement including, among other provisions, the foregoing transfer restrictions, and (b) a stock escrow agreement
with respect to such shares, in each case as described in the Registration Statement, and that any certificates evidencing the
Shares bear a legend referring to such transfer restrictions.


 


The Shares
are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a
view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter
into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such
Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning
the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional
information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer
in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any
oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an
 “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act.
In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether
and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the
Company.


 






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Section 5.          
Miscellaneous. This Assignment, together with the certificates, documents, instruments and writings that are delivered
pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter. This
Assignment may be executed in two or more counterparts, each of which will be deemed an original but all of which together will
constitute one and the same instrument. This Assignment may not be amended, modified or waived as to any particular provision,
except by a written instrument executed by all parties hereto. Except as otherwise provided herein, no party hereto may assign
either this Assignment or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party.


 


[SIGNATURE
PAGE FOLLOWS]


 






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IN WITNESS
WHEREOF, the undersigned have executed this Assignment to be effective as of the date first set forth above.


 





	 	TRADEUP GLOBAL SPONSOR LLC	 
	 	 	                   	 
	 	By:	/s/ Jianwei Li	 
	 	Name: Jianwei Li	 
	 	Title:   Manager	 
	 	 	 
	 	 	 	 
	 	BUYERS:	 
	 	 	 	 
	 	/s/ David X. Li	 
	 	David X. Li	 
	 	 	 	 
	 	/s/ Tao Jiang	 
	 	Tao Jiang	 
	 	 	 
	 	/s/ Michael Davidov	 
	 	Michael Davidov	 


 


[Signature
Page to Securities Assignment Agreement]


 






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