Exhibit 10.8


 


February 01, 2021


 


TradeUP Global Corporation


PO Box 309


Ugland House


Grand Cayman


KY1-1104


Cayman Islands


 


Re:     Securities
Subscription Agreement


 


Ladies and Gentlemen:


 


TradeUP Global Corporation,
a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer
of TradeUP Global Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”),
to purchase 1,150,000 shares of Class B ordinary shares (the “Shares”), par value $0.0001 per share (the
 “Class B Ordinary Shares” and, together with all other classes of Company ordinary shares, the “Ordinary
Shares”), of which up to 150,000 Shares are subject to complete or partial forfeiture by you if the underwriter of the
initial public offering (“IPO”) of the Company does not fully exercise its over-allotment option (the “Over-allotment
Option”). The terms of this letter agreement (this “Agreement”) on which the Company is willing to
sell, and the Subscriber is willing to purchase, the Shares, and the Company and the Subscriber’s agreements regarding such
Shares, are as follows:


 


1.             Purchase
of Shares. For the sum of $25,000, which the Company acknowledges receiving in cash, the Company hereby sells and issues the
Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to the forfeiture provisions
of Section 3 below, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s
execution of this Agreement, the Company shall register the Shares in the name of the Subscriber on the register of members of
the Company.


 


2.             Representations,
Warranties and Agreements.


 


2.1.          Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby
represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1.       No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Shares.


 


2.1.2.       No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents
of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute,
rule or regulation to which the Subscriber is subject, or (iv) any agreement, order, judgment or decree to which the
Subscriber is subject.


 


2.1.3.       Organization
and Authority. The Subscriber is a Cayman Islands limited liability company, validly existing and in good standing under the
laws of the Cayman Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of Subscriber,
enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to
general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4.       Experience,
Financial Capability and Suitability.  Subscriber is: (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares
for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the
 “Securities Act”), and therefore cannot be resold unless subsequently registered under the Securities Act or
an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in
the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until
the Shares are sold pursuant to: (x) an effective registration statement under the Securities Act or (y) an exemption
from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares
and can afford a complete loss of Subscriber’s investment in the Shares.


 






     


     


    

 


2.1.5.       Access
to Information; Independent Investigation.  Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s
own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation
and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any
information or to make any representations which were not furnished pursuant to this Section 2, and Subscriber has
not relied on any other representations or information in making its investment decision, whether written or oral, relating to
the Company, its operations and/or its prospects.


 


2.1.6.       Regulation
D Offering.  Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act, and acknowledges the sale contemplated hereby is being made in reliance on a private placement
exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under
the Securities Act or similar exemptions under federal and state law.


 


2.1.7.       Investment
Purposes.  The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account
and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof.
The Subscriber did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502 of Regulation D under the Securities Act.


 


2.1.8.       Restrictions
on Transfer; Shell Company.  Subscriber understands the Shares are being offered in a transaction not involving
a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities”
as defined in Rule 144(a)(3) under the Securities Act, and Subscriber understands that the book-entry(ies) representing
the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge
or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only in accordance with
the provisions of Section 5.1 hereof. Subscriber agrees that if any transfer of its Shares or any interest therein
is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an
opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares.
Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber
for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite
technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9.       No
Governmental Consents.  No governmental, administrative or other third party consents or approvals are required, necessary
or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2.          Company’s
Representations, Warranties and Agreements.  To induce the Subscriber to purchase the Shares, the Company hereby
represents and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1.       Organization
and Corporate Power.  The Company is a Cayman Islands exempted corporation 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.


 


2.2.2.       No Conflicts. 
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Company’s Memorandum and Articles of Association,
as amended to the date hereof (the "Memorandum and Articles"), (ii) any agreement, indenture or instrument to which
the Company is a party, (iii) any law, statute, rule or regulation to which the Company is subject, or (iv) any
agreement, order, judgment or decree to which the Company is subject.


 






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2.2.3.       Title
to Securities.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles,
and registration in the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessable.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will
have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer
restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under
federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4.       No Adverse
Actions.  There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this
Agreement or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief
in connection with any transactions.


 


2.2.5.       Authorization.
The Class A Shares issuable upon conversion of the Class B Shares have been duly authorized and reserved for issuance
upon such conversion.


 


3.             Forfeiture
of Shares.


 


3.1.          Partial
or No Exercise of the Over-allotment Option.  In the event the Over-allotment Option granted to the underwriter of the
IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares)
shall forfeit any and all rights to such number of Shares (up to an aggregate of 150,000 Shares and pro rata based upon the percentage
of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial
shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including any private placement units that are
expected to be purchased prior to or at the closing of the IPO, Shares issuable upon exercise of any warrants or any Ordinary Shares
purchased by Subscriber (and all other initial shareholders prior to the IPO, if any) in the IPO or in the aftermarket) equal to
20% of the issued and outstanding Ordinary Shares immediately following the IPO (in each case, not including Class A Shares
issuable upon exercise of any warrants).


 


3.2.          Termination
of Rights as Shareholder.  If any of the Shares are forfeited in accordance with this Section 3, then
after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares,
and the Company shall take such action as is appropriate to cancel such forfeited Shares.


 


4.             Waiver
of Liquidation Distributions; Redemption Rights.  In connection with the Shares purchased pursuant to this Agreement,
the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company
from the trust account which will be established for the benefit of the Company’s public shareholders and into which substantially
all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the
Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event
the Subscriber purchases Ordinary Shares in the IPO or in the aftermarket, any additional Ordinary Shares so purchased shall be
eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem
any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.


 


5.             Restrictions
on Transfer.


 


5.1.          Securities
Law Restrictions.  In addition to any restrictions to be contained in that certain letter agreement (commonly known as
an “Insider Letter”) to be dated at or prior to the closing of the IPO by and between Subscriber and the Company,
Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior
thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws
with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from
counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from
registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with
all applicable state securities laws.


 






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5.2.          Lock-up.
Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in
the Insider Letter.


 


5.3.          Restrictive
Legends.  All book-entries representing the Shares shall be subject to the following restrictive legends:


 


“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
DURING THE TERM OF THE LOCKUP PERIOD.”


 


5.4.          Additional
Shares or Substituted Securities.  In the event of the declaration of a share dividend, the declaration of a special dividend
payable in a form other than Ordinary Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration, any new, substituted
or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject
to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5
and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to
the number or class of Shares subject to this Section 5 and Section 3.


 


5.5.          Registration
Rights.  Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to
a Registration and Shareholder Rights Agreement to be entered into with the Company at or prior to the closing of the IPO (the
 “Registration Rights Agreement”).


 


6.             Other
Agreements.


 


6.1.          Further
Assurances.  Subscriber agrees to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.


 


6.2.          Notices. 
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered:
(i) 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 and (iii) by electronic mail, to the email address most recently
provided to such party or such other email 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 (1) business day after delivery to an
overnight courier service or five (5) days after mailing if sent by mail.


 


6.3.          Entire
Agreement.  This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially
in the form to be filed as an exhibit to the Company’s Registration Statement on Form S-1 for the IPO, embodies the
entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes
all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict,
the express terms and provisions of this Agreement.


 


6.4.          Modifications
and Amendments.  The terms and provisions of this Agreement may be modified or amended only by written agreement executed
by all parties hereto.


 






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6.5.          Waivers
and Consents.  The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent
shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement,
whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which
it was given, and shall not constitute a continuing waiver or consent.


 


6.6.          Assignment. 
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.


 


6.7.          Benefit. 
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


6.8.          Governing
Law.  This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of New York.


 


6.9.          Severability. 
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 


6.10.        No
Waiver of Rights, Powers and Remedies.  No failure or delay by a party hereto in exercising any right, power or remedy
under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or
remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any
abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or
further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto
shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party
not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any
other or further action in any circumstances without such notice or demand.


 


6.11.        Survival
of Representations and Warranties.  All representations and warranties made by the parties hereto in this Agreement or
in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery
hereof and any investigations made by or on behalf of the parties.


 


6.12.        No
Broker or Finder.  Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to
create any liability on the other. Each of the parties hereto agrees to indemnify and hold the other harmless from any claim or
demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13.        Headings
and Captions.  The headings and captions of the various sections of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 






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6.14.        Counterparts;
Electronic Signature.  This Agreement may be executed in one or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature
page were an original thereof. The words “execution,” “signed,” “signature,” and words
of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images
of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”,
 “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign).
The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as
a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act
or the Uniform Commercial Code.


 


6.15.        Construction. 
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 


6.16.        Mutual
Drafting.  This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7.             Voting
and Redemption of Shares.  Subscriber agrees to vote the Shares in favor of an initial business combination that the Company
negotiates and submits for approval to the Company’s shareholders and shall not seek redemption with respect to such Shares
in connection with an initial business combination or any amendment to the Company’s Memorandum and Articles of Association,
as amended, prior to an initial business combination. Additionally, the Subscriber agrees not to redeem any Shares in connection
with a redemption or tender offer presented to the Company’s shareholders in connection with an initial business combination
negotiated by the Company.


 


(Signature Page Follows)


 



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If the foregoing accurately sets forth our
understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	TradeUP Global Corporation




 


	 	By:	/s/ Lei Huang
	 	 	Name: Lei Huang
	 	 	Title: Director




 


Accepted and agreed as of the date first written above.


 


	TradeUP Global Sponsor LLC	 




 


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




 


Signature
Page to Securities Subscription Agreement