Exhibit 10.1


 


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 $400,000	
        

        Effective as of January 19, 2021

        New York, New York



 


TradeUP Acquisition
Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of TradeUP Acquisition
Sponsor LLC or his registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to
Four Hundred Thousand Dollars ($400,000) 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) June 20, 2021 or (ii) the date on which
Maker consummates an initial public offering of its securities. The principal balance may be prepaid at any time. 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.
Maker and Payee agree that Maker may request up to Four Hundred Thousand Dollars $400,000 for costs reasonably related to Maker’s
initial public offering of its securities. The principal of this Note may be drawn down from time to time prior to the earlier
of: (i) June 20, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities,
upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount
to be drawn down. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown
Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Four Hundred Thousand Dollars
$400,000. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid.
No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
Notwithstanding the foregoing, 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 attorneys’ fees, and then to the reduction of the
unpaid principal balance of this Note.


 


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.


 






    1 


     


    

 


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


 


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


 


(b) Voluntary
Bankruptcy, Etc. The commencement by 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 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 Maker generally to pay its debts as such debts become due, or the
taking of corporate action by 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 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 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, Payee may, by written notice to Maker, declare this Note to
be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, 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) and 5(c), 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 Payee.


 


7. Waivers. 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 Payee under
the terms of this Note, and all benefits that might accrue to 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 Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee.


 


8. Unconditional Liability.
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
Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by 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 Maker or affecting Maker’s liability hereunder.


 






    2 


     


    

 


9. Notices. All notices,
statements or other documents which are required or contemplated by this Note shall be made 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 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 (1) 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 DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


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 the proceeds of
the initial public offering (the “IPO”) to be conducted by the Maker (including the business combination fee) and the proceeds of the sale of the warrants to be issued in a private
placement to occur prior to the closing 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.


 


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,
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 ACQUISITION CORP.
	 	 
	 	By:	/s/Jianwei Li
	 	 	Name: Jianwei Li
	 	 	Title: Chairman and Co-Chief Executive Officer 


 


[Signature Page to Promissory Note]


 






    4 


     


    

 


Acknowledgement


 


June 19, 2021


 


WHEREAS TradeUP Acquisition
Corp. (the “Maker”) and TradeUP Acquisition Sponsor LLC (the “Payee”) would like to extend
the Promissory Note, executed on January 19, 2021, (the “Note”) from the original maturity date “the earlier
of: (i) June 20, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities” to “the earlier
of August 31, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities” and;


 


WHEREAS the Maker and the Payee
agree that the all other terms of the Note will remain unchanged.


 


NOW, THEREFORE, the Maker and
Payee have caused this agreement to be duly executed by their respective authorized signatories as of the date below and extend the maturity
date of the Note to the earlier of August 31, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities.


 


	/s/ Jianwei Li	 
	Maker:	TRADEUP ACQUISITION CORP.	 
	By:	Jianwei Li	 
	Title:	Chairman and Co-Chief Executive Officer	 




 


	/s/ Jianwei Li	 
	Payee:	TradeUP Acquisition Sponsor LLC	 
	Name:	Jianwei Li	 
	Title:	 Manager