Exhibit 10.1


 


July 14, 2021


TradeUP Acquisition Corp.


437 Madison Avenue 27th Floor


New York, NY 10022


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to
be entered into by and among TradeUP Acquisition Corp., a Delaware corporation (the “Company”), US Tiger Securities, Inc.,
EF Hutton, division of Benchmark Investments Inc. and R.F. Lafferty & Co., Inc., as the representatives of the underwriters (each,
an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the
 “Public Offering”), of up to 4,000,000 of the Company’s units (including up to 600,000 units that may be purchased to
cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), and one-half of one redeemable warrant. Each Warrant (each, a “Warrant”) entitles
the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you
will not be able to receive or trade a whole warrant. The Units shall be sold in the Public Offering pursuant to a registration statement
on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and the Units have been approved to be listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, TradeUP Acquisition Sponsor LLC (the “Sponsor”),
Tradeup INC. (together with the Sponsor, the “Founders”), and each of the undersigned individuals, each of whom is a member
of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1.                  The
Founders and each Insider agree that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock owned by it, him or her in favor of any
proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder
approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it,
he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 






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2.                  The
Founders and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18
months from the closing of the Public Offering or such later period approved by the Company’s stockholders in accordance with
the Company’s amended and restated certificate of incorporation, the Founders and each Insider shall take all reasonable steps
to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as
part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the
number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as
stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Founders and each
Insider agree not to propose any amendment to the Company’s amended and restated certificate of incorporation that would
modify (i) the substance or timing of the Company’s obligation to allow redemption in connection with our initial business
combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 18 months from
the closing of the Public Offering or (ii) the other material provisions relating to stockholders’ rights or pre-initial
business combination activities, unless the Company provides its Public Stockholders with the opportunity to redeem their Offering
Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest (which interest shall be net of amounts released for payment of taxes and amounts released to
us for working capital purposes) divided by the number of then outstanding Offering Shares. The Founders and each Insider agree to
waive its redemption rights with respect to shares of Common Stock owned by it in connection with a stockholder vote to approve an
amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the
Company’s obligation allow redemption in connection with our initial business combination or to redeem 100% of the Offering
Shares if the Company does not complete a Business Combination within 18 months from the closing of the Public Offering or (B) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination activity.


 


3.                  Each
of the Founders and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder
Shares held by it, him or her. The Founders and each Insider hereby further waives, with respect to any shares of Common Stock held by
it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the context
of a tender offer made by the Company to purchase shares of Common Stock (although the Founders, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within 18 months from the closing of the Public Offering .


 






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4.                  In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to
which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent
accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has
entered into a letter of intent, confidentiality or other similar agreement for a Business Combination agreement (a
 “Target”); provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent
necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public
accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.20
per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to
reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount
of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third
party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any
claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the
Securities Act. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall
not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of
notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 


5.                  To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 600,000 Units within 45 days
from the date of the Prospectus (and as further described in the Prospectus), the Founders agree to forfeit, at no cost, a number of Founder
Shares in the aggregate equal to the product of 150,000 multiplied by a fraction, (i) the numerator of which is 600,000 minus the number
of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 600,000.
The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the
Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock after the Public
Offering.


 


6.                  Intentionally
Left Blank.


 


7.                  The
Founders and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the
event of a breach by such Founders or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 8(a), 8(b), and 10
of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be
entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


8.                  (a)
The Founders and each Insider agrees that it or he shall not Transfer 50% of its founder shares until the earlier to occur of: (A) six
months after the completion of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s
Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after the completion of the Company’s initial Business Combination;
and shall not Transfer the remaining 50% of the founder shares until the six months after the completion of the Company’s initial
Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the date on which
the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of
the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the
 “Founder Shares Lock-up Period”).


 









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(b) The Founders and each Insider
agrees that it, he or she shall not Transfer any Private Shares until after 30 days after the completion of a Business Combination (the
 “Private Shares Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Shares that are held by the Founders, any Insider or any
of their permitted transferees (that have complied with this paragraph 8(c)), are permitted (a) to the Company’s officers or directors,
any affiliates or family members of any of the Company’s officers or directors, any affiliates of the Founders, any members of our
Founders, or any of its affiliates, officers, directors, direct and indirect equityholders; (b) in the case of an individual, by gift
to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate
family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws
of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic
relations order; (e) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices
no greater than the price at which the securities were originally purchased; (f) transfers in the event of the Company’s liquidation
prior to the completion of an initial Business Combination; and (g) transfers by virtue of the laws of the State of Delaware or the Founders’
governing document upon dissolution of the Founders; provided, however, that in the case of clauses (a) through (e) or (g), these permitted
transferees must enter into a written agreement agreeing to be bound by the restrictions herein.


 


9.                  Each
of the Founders and the Insiders represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is
true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Founders
and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Founders and each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant
in any such criminal proceeding. The Company represents and warrants that, to its knowledge, (i) none of its advisors has been suspended
or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked, (ii) each advisor’s biographical information furnished to the Company (including any such information
included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to such advisor’s
background and each advisor’s questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its advisors
is subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; and (iii) none of its advisors has been convicted
of, or pleaded guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of another person,
or (z) pertaining to any dealings in any securities and none of its advisors is currently a defendant in any such criminal proceeding.


 






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10.              
Except as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged
subsequent to the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the
Securities and Exchange Commission), neither the Founders nor any individual who is an officer, director or advisor of the Company
as of the date hereof nor any affiliate thereof shall receive from the Company any finder’s fee, reimbursement, consulting
fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in
order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that
it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of
the initial Business Combination: repayment of a loan and advances up to an aggregate of $400,000 made to the Company by the
Founders in connection the preparation of the Public Offering; reimbursement for any out-of-pocket expenses related to identifying,
investigating and consummating an initial Business Combination; and repayment of loans, if any, and on such terms as to be
determined by the Company from time to time, made by the Founders or any of the Company’s officers or directors to finance
transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate an
initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay
such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,200,000 of such loans may be
convertible into shares of Common Stock at a price of $10.00 per share at the option of the lender (the “Working Capital
Shares”). Such shares would be identical to the Common Stocks included in the units sold in the Public Offering.


 


11.              
Each of the Founders and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement
and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer and/or a director of the Company.


 


12.              
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder
Shares” shall mean the 1,150,000 shares of the Company’s common stock, par value $0.0001 per share, held by the Founders
(up to 150,000 Shares of which are subject to complete or partial forfeiture by the Founders if the over-allotment option is not
exercised in full by the Underwriters); (iii) “Initial Stockholders” shall mean the Founders and any other holder of
Founder Shares immediately prior to the Public Offering; (iv) “Private Shares” shall mean 295,000 shares of common stock
of the Company (or 319,000 shares of common stock if the over-allotment option is exercised in full) that the Founders have agreed
to purchase for an aggregate purchase price of $2,950,000 in the aggregate (or $3,190,000 if the over-allotment option is exercised
in full), or $10.00 per share, in a private placement that shall occur simultaneously with the consummation of the Public Offering;
(v) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vi) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private
Shares shall be deposited; (vii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public
announcement of any intention to effect any transaction specified in clause (a) or (b).


 






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13.               This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they
relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by all parties hereto.


 


14.               No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Founders and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


15.               Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


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


 


17.               This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18.               This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


19.               Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile transmission.


 






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20.               This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided,
however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by July
31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	TRADEUP ACQUISITION CORP.
	 	 
	 	By:	/s/ Jianwei Li
	 	Name:

Title:	
    Jianwei Li

    Co-Chief Executive Officer and Chairman



 


[Signature Page to Letter Agreement]





 






     


     


    

 


	 	TRADEUP ACQUISITION SPONSOR LLC
	 	 	 
	 	By:	/s/ Jianwei Li 
	 	 	 
	 	Name:

Title:	Jianwei Li

Manager
	 	 
	 	TRADEUP INC.
	 	 
	 	By:	/s/ Xin Song 
	 	 	 
	 	Name:

Title:	Xin Song 

Sole Director


 


	 	Jianwei Li:	/s/ Jianwei Li 
	 	 	 
	 	Weiguang Yang:	/s/ Weiguang Yang 
	 	 	 
	 	Luqi Wen:	 /s/ Luqi Wen
	 	 	 
	 	Weston Twigg:	 /s/ Weston Twigg
	 	 	 
	 	Tao Jiang:	 /s/ Tao Jiang
	 	 	 
	 	James Long:	 /s/ James Long


  


[Signature Page to Letter Agreement]