Exhibit 10.1


 


TRUST AMENDMENT


 


December 29, 2022


 


THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST
AGREEMENT (this “Amendment”) is made as of December 29, 2022, by and between TradeUP Acquisition Corp., a Delaware corporation
(the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized
terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that
certain Investment Management Trust Agreement, dated July 14, 2021, by and between the parties hereto (the “Trust Agreement”).


 


WHEREAS, a total of $45,186,000 was placed in
the Trust Account from the Offering and sale of Private Placement Shares;


 


WHEREAS, Section 1(i) of the Trust Agreement provides
that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account after (x) receipt of, and only in
accordance with, a Termination Letter; or (y) upon the date which is the later of (i) 18 months after the closing of the Offering and
(ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated
certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date;


 


WHEREAS, Section 6(c) of the Trust Agreement provides
that Section 1(i) of the Trust Agreement may only be amended with the approval of the holders of the affirmative vote of sixty-five percent
(65%) of the then outstanding shares of Common Stock, par value $0.0001 per share, of the Company voting together as a single class (the
“Consent of the Stockholders”);


 


WHEREAS, the Company obtained the Consent of the
Stockholders to approve this Amendment; and


 


WHEREAS, each of the Company and Trustee desire
to amend the Trust Agreement as provided herein.


 


NOW, THEREFORE, in consideration of the mutual
agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:


 


	 	1.	Amendments to Trust Agreement.


 


(a) The fourth recital to the Trust Agreement is hereby amended and restated as follows:



 


WHEREAS, on December 22, 2022, the Company’s
stockholders approved an extension of the deadline to consummate an initial Business Combination from January 19, 2023 to July 19, 2023;
and


 


(b) Section 1(i) of the Trust Agreement
is hereby amended and restated in its entirety as follows:


 




    	 	 	 



     


    







 


(i) Commence liquidation of the Trust
Account only after and within two business days following (x) receipt of, and only in accordance with the terms of, a letter from the
Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, as applicable, signed on behalf of the Company by an Authorized Representative (as such term is defined below), and complete the
liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest
that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred
to therein, or (y) upon the date which is the later of (1) July 19, 2023 and (2) such later date as may be approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not
been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000
of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record
as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit
B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified
in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property
has been distributed to the Public Stockholders;


 


		2.	Miscellaneous Provisions.



 


2.1. Successors. All the covenants and
provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted
respective successors and assigns.


 


2.2. Severability. This Amendment shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Amendment 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 Amendment a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


2.3. Applicable Law. This Amendment shall
be governed by and construed and enforced in accordance with the laws of the State of New York.


 


2.4. Counterparts. This Amendment may be
executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but
one instrument.


 


2.5. Effect of Headings. The section headings
herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.


 


2.6. Entire Agreement. The Trust Agreement,
as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings,
arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such
prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.


 




    	 	 	 



     


    







 


IN WITNESS WHEREOF, the parties have duly
executed this Amendment as of the date first set forth above.


 


	 	TRADEUP ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Weiguang Yang
	 	Name: 	Weiguang Yang
	 	Title: 	Co-Chief Executive Officer
	 	 
	 	
    Wilmington Trust, National Association, 

    as Trustee

	 	 	 
	 	By:	/s/ David B. Young
	 	Name: 	David B. Young
	 	Title: 	Vice President