Exhibit 10.2


 


EXECUTION COPY


 


September 27, 2021


 


TradeUp Global Corporation


437 Madison Ave., 27th Floor


New York, New York 10022


 


RE: Letter Agreement Amendment


 


Ladies and Gentlemen:


 


This letter amends (this “Letter
Agreement Amendment”) that certain letter agreement, dated April 28, 2021, by and among Tradeup Global Corporation (the
 “Company”), TradeUp Global Sponsor LLC (“Sponsor”), Sponsor, and David X. Li, Tao Jiang and Michael
Davidov (each an “Insider and collectively, the “Insiders”) (the “Letter Agreement”).
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Combination Agreement (as
defined below).


 


This Letter Agreement Amendment
is being entered into simultaneously with, among other documents, that certain Business Combination Agreement, dated the date hereof (the
 “Combination Agreement”), by and among the Company, TGC Merger Sub, a wholly owned subsidiary of the Company (“Merger
Sub”), and SAITECH Limited (“Target”), pursuant to which, among other things, Merger Sub would merge with
and into Target, with Target being the surviving company and becoming a wholly owned subsidiary of the Company (the “Merger”),
subject to the terms and conditions set forth in the Combination Agreement.


 


In order to induce the Target
to enter into the Combination Agreement and proceed with the Merger and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each of the Company, Sponsor and Insiders hereby agree as follows:


 


1.            By
execution of this Letter Agreement Amendment, Sponsor hereby consents to the Company’s entry into the Combination Agreement as required
pursuant to Paragraph 3 of the Letter Agreement.


 


2.            If
a Closing of the Combination Agreement occurs, Paragraph 5 of the Letter Agreement will be deleted as of the Merger Effective Date, and
instead Sponsor and the Insiders shall be subject to the terms of the Purchaser Lock-Up Agreements in the form attached to the Combination
Agreement, which shall be executed and delivered by Sponsor and each of the Insiders in connection with the Closing in accordance with
the terms of the Combination Agreement.


 






    


     


    

 


3.            The
Letter Agreement is hereby amended to add a new Paragraph 19 relating to Sponsor funding obligations:


 


“19.     Sponsor
Funding Obligations.


 


(a)            If
as of the date hereof, the cash on hand at the Company as of such date is insufficient to fund the Company’s ordinary working capital
expenses of the Company and Merger Sub though the earlier of Closing or the termination of the Combination Agreement in accordance with
its terms, then Sponsor shall fund (or cause its Affiliates (other than the Company or any Subsidiary of the Company) to fund) any such
shortfall in working capital. Subject to the limitations set forth in Paragraph 19(b) below. funding may be made at the election
of the Purchaser in equity, debt or convertible debt; provided that, (i) any such working capital funding for additional equity
or convertible debt shall (A) not exceed $1,200,000 and (B) shall be for the issuance of Class A Ordinary Shares of Purchaser
at a price or conversion price of US$10.00 per share (with the result that any debt convertible shall be converted immediately prior to
the Closing into that number of shares of Class A Ordinary Shares of the Company equal to the quotient obtained by dividing the outstanding
indebtedness balance immediately prior to Closing divided by 10), and (ii) in the case of any debt funding (whether convertible or
non-convertible), such Indebtedness shall bear simple interest at a rate not to exceed 2% per annum.


 


(b)            If
from the date of this Agreement through the earlier of Closing or the termination of the Combination Agreement is Agreement, the Company
and Merger Sub incur Indebtedness, Purchaser Transaction Expenses (whether due before, on or after the Closing) (including deferred underwriting
fees, but expressly excluding any D&O tail insurance costs pursuant to Section 5.16(b) of the Combination Agreement) or
other Liabilities incurred by Purchaser or Merger Sub for purposes of funding working capital that in the aggregate exceeds the Purchaser
Debt and Liability Cap, without the prior express written consent of Target, then Sponsor shall fund (or cause its Affiliates (other than
the Company or any Subsidiary of the Company) to fund) such excess amount in Sponsor’s election either by (i) a cash contribution
by Sponsor (for no additional equity interests) or (ii) advancing funds in the form of debt obligations that (A) will bear simple
interest at a rate not to exceed 2% and (B) if a Closing occurs, such debt will remain an obligation of the Company, but Sponsor
(or its Affiliates, as applicable) shall forfeit that number of Class A Ordinary Shares and or Class B Ordinary Shares of the
Company immediately prior to Closing equal to the quotient obtained by dividing the outstanding indebtedness balance immediately prior
to Closing divided by 10.”


 


4.            Target
shall be an express intended third party beneficiary of the amendments set forth in this Letter Agreement Amendment, with full power to
enforce the terms and provisions hereof against Sponsor and the Insiders, as applicable.


 


5.            This
Letter Agreement Amendment may be executed in any number of original or electronic counterparts, and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.


 






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6.            Except
as amended herein, all terms and conditions of the Letter Agreement shall continue in full force and effect.


 


[Signature Page Follows]


 






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






 


ACKNOWLEDGED AND AGREED:


 


TRADEUP GLOBAL CORPORATION


 


	By:	 /s/ Hung Lei	 
	Name:	 Huang Lei	 
	Title:	 Co-Chief Executive Officer	 



 






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