Exhibit 10.6


 


PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT SHARE
PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
dated as of [●], 2021, is entered into by and between TradeUP Global Corporation, a Cayman Islands exempted company (the “Company”),
and TradeUP Global Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends
to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable
warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number
333-253849 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has
agreed to purchase an aggregate of 215,000 Shares (and up to 12,000 additional Shares if the underwriters in the Public Offering exercise
their option to purchase additional units in full) (the “Private Placement Shares”).


 


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


 


AGREEMENT


 


Section
1.               
Authorization, Purchase and Sale; Terms of the Private Placement Shares.


 


(a)             Authorization
of the Private Placement Shares. The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.


 


(b)              
Purchase and Sale of the Private Placement Shares.


 


(i)                 On
the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Company, 215,000 Private Placement Shares at a price of $10.00 per Private
Placement Share for an aggregate purchase price of $2,150,000 (the “Purchase Price”). The Purchaser shall pay the
Purchase Price by wire transfer of immediately available funds in the following amounts: (a) $1,350,000 to or on behalf of the
Company at a financial institution to be chosen by the Company; and (b) $800,000 to the trust account maintained by Wilmington Trust
Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring
instructions, at least one business day prior to the IPO Closing Date; provided, however, that if underwriters of the
Public Offering exercise their option to purchase additional units, in whole or in part, the amount in clause (b) shall instead be
equal to 2% of the gross proceeds of the Public Offering, including such option, and the amount in clause (a) shall instead be equal
to the difference between (x) $2,150,000 and (y) 2% of the gross proceeds of the Public Offering. On the IPO Closing Date, subject
to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Shares purchased on such date duly registered in the Purchaser’s name to the Purchaser or
effect such delivery in book-entry form.


 






     


     


    

 


(ii)           On
the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date”, and each Option
Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, up to 12,000 Private Placement Shares (or, to the extent the option to purchase additional
units is not exercised in full, a lesser number of Private Placement Units in proportion to portion of the option that is exercised)
at a price of $10.00 per Private Placement Share for an aggregate purchase price of up to $120,000 (the “Option Purchase Price”).
The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately
available funds to the Trust Account, at least one business day prior to the Option Closing Date. On the Option Closing Date, subject
to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing
the Private Placement Shares purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery
in book-entry form.


 


(c)              
Terms of the Private Placement Shares.


 


(i)                
The Private Placement Shares are identical to the Shares that are part of the units to be offered in the Public Offering
except that: (a) the Private Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after
the completion of the Company’s initial business combination (the “Business Combination”) so long as they are
held by the Purchaser or its permitted transferees; and (b) the Private Placement Shares are being purchased pursuant to an exemption
from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described
above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration
is available, and the restrictions described above in clause (a) have expired.


 


(ii)             
On the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private
Placement Shares.


 


Section
2.               
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement
and purchase the Private Placement Shares, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive each Closing Date) that:


 






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(a)              
 Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in
good standing under the laws of the Cayman Islands 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.


 


(b)              
Authorization; No Breach.


 


(i)                
The execution, delivery and performance of this Agreement and the Private Placement Shares have been duly authorized by
the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or
law). Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement, the Private Placement Shares will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.


 


(ii)             
The execution and delivery by the Company of this Agreement and the Private Placement Shares, the issuance and sale of the
Private Placement Shares and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and
will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default
under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets
under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration
to, or filing with, any court or administrative or governmental body or agency pursuant to the memorandum and articles of association
of the Company (in effect on the date hereof or as may be amended prior to completion of the Public Offering) or any material law, statute,
rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except
for any filings required after the date hereof under federal or state securities laws.


 


(c)              
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration
in the Company’s register of members, the Private Placement Shares will be duly and validly issued, fully paid and nonassessable.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration in the Company’s register of
members, the Purchaser will have good title to the Private Placement Shares purchased by it, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


(d)            Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.


 






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(e)              
Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers,
directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated
pursuant to Rule 506 (d) of Regulation D under the Securities Act.


 


Section
3.               
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement
and issue and sell the Private Placement Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


(a)              
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement.


 


(b)              
Authorization; No Breach.


 


(i)                
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)             
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption
or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to
the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated
Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order,
judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities
laws.


 


(c)              
Investment Representations.


 


(i)               The
Purchaser is acquiring the Private Placement Shares, for its own account, for investment purposes only and not with a view towards, or
for resale in connection with, any public sale or distribution thereof.


 


(ii)              The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the
Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.


 






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(iii)           
The Purchaser understands that the Private Placement Shares are being offered and will be sold to it in reliance on specific
exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)           The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act.


 


(v)            The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Private Placement Shares which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in
the Private Placement Shares involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to the acquisition of the Private Placement Shares.


 


(vi)           The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Private Placement Shares or the fairness or suitability of the investment in the Private Placement
Shares by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)         
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Private Placement Shares under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that
the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an
initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities
of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions
of the Private Placement Shares despite technical compliance with the requirements of such Rule, and the Private Placement Shares can
be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities
Act.





 






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(viii)       
 The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk
associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the
merits and risks of an investment in the Private Placement Shares and is able to bear the economic risk of an investment in the Private
Placement Shares in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing
for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized
by the investment in the Private Placement Shares. The Purchaser can afford a complete loss of its investments in the Private Placement
Shares.


 


(ix)            The
Purchaser understands that the Private Placement Shares shall bear the following legend and appropriate “stop transfer restrictions”:


 


“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 OF DURING THE TERM
OF THE LOCKUP.”


 


Section
4.               
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private
Placement Shares are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


(a)              
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall
be true and correct at and as of the Closing Date as though then made.


 


(b)            Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


(c)            No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.


 






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(d)              
Registration Rights Agreement. The Company shall have entered into the Registration Rights Agreement, in the form
of Exhibit A hereto, on terms satisfactory to the Purchaser.


 


Section
5.               
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


(a)              
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3
shall be true and correct at and as of such Closing Date as though then made.


 


(b)              Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by the Purchaser on or before such Closing Date.


 


(c)              
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the issuance and sale of the Private Placement Shares hereunder.


 


(d)              
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


Section
6.               
Miscellaneous.


 


(a)              
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties
hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this
Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


(b)              
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


(c)              
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain
the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures
to this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.


 









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(d)              
 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by
way of example rather than by limitation.


 


(e)              
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the laws of another jurisdiction.


 


(f)              Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.


 


(Signature page follows)


 









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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement.


 


	 	COMPANY:
	 	 	 
	 	TRADEUP GLOBAL CORPORATION
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	PURCHASER:
	 	 	 
	 	TRADEUP GLOBAL SPONSOR LLC
	 	 	 
	 	By:	                     
	 	 	Name:
	 	 	Title:




 


Signature Page to Private
Placement Share Purchase Agreement


 









     


     


    

 


EXHIBIT A


 


Registration Rights Agreement