UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 14, 2023
Date of Report (Date of earliest event reported)
TRADEUP ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-40608 |
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86-1314502 |
(State or other jurisdiction of
incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
437 Madison Avenue, 27th Floor
New York, New York |
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10022 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (732) 910-9692
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
Units, each consisting of one share of
Common
Stock and one-half of one
Warrant |
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UPTDU |
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The Nasdaq Stock Market LLC |
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Common Stock, par value $0.0001
per share |
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UPTD |
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The Nasdaq Stock Market LLC |
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Warrants, each whole warrant
exercisable for
one share of Common
Stock at an exercise price of $11.50 |
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UPTDW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
PIPE Agreement
On September 14, 2023, TradeUP
Acquisition Corp. (the “Company” or “UPTD”) entered into subscription agreements (the “Subscription Agreements”)
with each of Plentiful Limited, a Samoan limited company (“Plentiful Limited”) and Lianhe World Limited, a company incorporated
in the People’s Republic of China (“Lianhe World” and together with Plentiful Limited, the “Investors”) in connection
with the proposed transactions contemplated by a certain Agreement and Plan of Merger, dated September 30, 2022 (the “Merger Agreement”)
by and among UPTD, Estrella Biopharma, Inc. (“Estrella”) and Tradeup Merger Sub Inc. (such transactions, the “Business
Combination”).
Pursuant to the Subscription
Agreements, concurrently with the closing of the Business Combination (the “Closing”), each Investor will purchase an aggregate
of $5,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) at a price per Share
of $10.00. If at the Closing, the volume weighted average price of the Shares as reported on Bloomberg (the “VWAP”) for the
fifteen trading days prior to the date of Closing is less than $8.30, then each Investor will be entitled to receive a number of additional
Shares equal to (i)(A) 8.30 minus (B) the VWAP at the Closing multiplied by (ii) 100,000.
Within thirty days following
the date of the Closing, each Investor will also be entitled to receive 704,819 Shares. Within five days following the date that is 24
months following the Closing (the “24-Month Date”), if the VWAP of the Shares for the fifteen trading days prior to the 24-Month
Date (the “24-Month Date VWAP”) is less than $8.30, then each Investor will be entitled to a number of shares equal to (i)
(A) 8.30 minus (B) the 24-Month Date VWAP multiplied by (ii) (A) the number of Shares held by the Investor on the 24-Month Date minus
(B) the number of Shares acquired by the Investor following the Closing divided by 10.00.
The Company also agreed to
file a resale registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the
“SEC”) to register the Shares issued under the Subscription Agreements as soon as reasonably practical. The Company will
use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing
thereof, but no later than the earlier of (a) the 90th calendar day following receipt of a notice that the SEC will review the Registration
Statement and (b) the 10th business day after the Company is notified by the SEC that the Registration Statement will not be reviewed
or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). Any failure by the Company to
file the Registration Statement or to have the Registration Statement declared effective by the Effectiveness Deadline shall not otherwise
relieve the Company of its obligations to file the Registration Statement or to have the Registration Statement declared effective.
The Subscription Agreements
are conditioned upon prior or substantially concurrent the Closing and contain customary representations, warranties and agreements by
the Company and the Investors, customary conditions to closing, indemnification obligations of the Company, including for liabilities
arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties, and termination
provisions. The representations, warranties and covenants contained in the Subscription Agreements were made only for the purposes of
such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations
agreed upon by the contracting parties.
The foregoing description
of the Subscription Agreements is qualified in its entirety by reference to the full text of the Subscription Agreements, copies of which
are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
The pro forma stockholders’
equity of the combined company as of June 30, 2023 is approximately $10.9 million, which reflects $10 million in proceeds to be received
at Closing pursuant to the transactions described in the Subscription Agreements, $9.75 million in proceeds to be received at Closing
in connection with the concurrent sale of 9,750,000 shares of Series A preferred stock of Estrella to certain investors, and redemptions
of 671,184 shares of common stock of UPTD made in connection with the Business Combination.
The combined company’s anticipated first date of trading will be
in October 2023. Applying an estimated monthly burn rate of approximately $1.2 million for the period of four months from July 1, 2023
to October 31, 2023, the estimated loss for the four months from July 1, 2023 to October 31, 2023 will be approximately $4.7 million,
which will result in a pro forma stockholders’ equity of approximately $6.2 million as of October 31, 2023. Accordingly, the resulting
pro forma stockholders’ equity as of the anticipated first date of trading of the combined company in October 2023 will be approximately
$6.2 million.
Item 3.02 Unregistered
Sales of Equity Securities.
The
information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.02 to the extent required herein.
Forward-Looking Statements
This Report includes forward
looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may
be accompanied by words that convey projected future events or outcomes, such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,”
“could,” “plan,” “potential,” “predict,” “seek,” “target,” “aim,”
“plan,” “project,” “forecast,” “should,” “would,” or variations of such words
or by expressions of similar meaning. Such forward-looking statements, including statements regarding the ability of the Company and Estrella
to consummate the proposed Business Combination and the timing of such consummation, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements. These risks and uncertainties include, but are not limited to, those
factors described in the section entitled “Risk Factors” in the Company’s final prospectus dated July 19, 2021 filed
with the SEC (the “Final Prospectus”) related to UPTD’s initial public offering, the Company’s definitive
proxy statement (the “Definitive Proxy Statement”) dated July 11, 2023 (the “Definitive Proxy Statement”) related
to the Business Combination, its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in other documents
filed by the Company with the SEC from time to time. Important factors that could cause the combined company’s actual results or
outcomes to differ materially from those discussed in the forward-looking statements include: Estrella’s or New Estrella’s
limited operating history; the ability of Estrella or New Estrella to identify and integrate acquisitions; general economic and market
conditions impacting demand for the products and services of Estrella or New Estrella; the inability to complete the proposed transaction;
the inability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, the amount
of cash available following any redemptions by the Company’s stockholders; the ability to meet Nasdaq’s listing standards
following the consummation of the proposed transaction; costs related to the proposed transaction; and such other risks and uncertainties
as are discussed in the Final Prospectus and the Definitive Proxy Statement. Other factors
include the possibility that the proposed Business Combination does not close, including due to the failure to receive required security
holder approvals, or the failure of other closing conditions.
The Company and Estrella each
expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company’s or Estrella’s expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based, except as required by law.
Additional Information about the Business Combination and Where
to Find It
The proposed Business Combination
has been approved by the board of directors of Estrella and the Company and have been submitted to stockholders of the Company and the
stockholders of Estrella for their approval. In connection with such approval, the Company has filed with the SEC a Form S-4, which includes
a proxy statement containing information about the proposed Business Combination and the respective businesses of Estrella and the Company,
as well as the prospectus relating to the offer of the Company’s securities to be issued to stockholders of Estrella in connection
with the completion of the proposed Business Combination (the “proxy statement/prospectus”). The proxy statement/prospectus
was declared effective on July 11, 2023, and, on July 11, 2023, the Company commenced the mailing of the Definitive
Proxy Statement and other relevant documents to its stockholders as of the record date, June 13, 2023. The Company’s stockholders
are urged to read the Definitive Proxy Statement in connection with the proposed Business Combination, as these materials will contain
important information about the Company, Estrella and the proposed Business Combination. Stockholders will also be able to obtain a free
copy of the Definitive Proxy Statement, as well as other filings containing information about
the Company, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
The Company, Estrella and
their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s stockholders with respect to the proposed Business Combination. Information regarding the Company’s directors
and executive officers is available in the Final Prospectus and the Definitive Proxy Statement.
Additional information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the proxy solicitation
relating to the proposed Business Combination and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the Definitive Proxy Statement.
No Offer or Solicitation
This Report does not constitute
an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| * | The exhibits and schedules to this Exhibit have been omitted
in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted
exhibits and schedules upon its request. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TradeUP Acquisition Corp. |
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By: |
/s/ Weiguang
Yang |
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Name: |
Weiguang Yang |
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Title: |
Co-Chief Executive Officer |
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Date: September 20, 2023 |
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4
Exhibit 10.1
SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into on September 14, 2023 by and between TradeUP Acquisition Corp., a Delaware
corporation (“UPTD”), and the
undersigned subscriber (the “Investor”).
WHEREAS, this Subscription
Agreement is being entered into in connection with the Agreement and Plan of Merger, dated September 30, 2022 (as may be amended, supplemented
or otherwise modified from time to time, the “Merger
Agreement”), by and among UPTD, UPTD Tradeup Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary
of UPTD (“Merger Sub”), and Estrella Biopharma, Inc., a Delaware corporation (the “Company”), pursuant
to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a
wholly-owned subsidiary of UPTD (the “Transaction”).
WHEREAS, in connection with
the Transaction, UPTD is seeking commitments from interested investors to purchase, prior to the closing of the Transaction, UPTD’s
Class A ordinary shares, par value $0.0001 per share (the “Shares”),
in a private placement for a purchase price of $10.00 per share (the “Per Share Subscription Price”); and
WHEREAS, the aggregate purchase
price to be paid by the Investor for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription
Amount.”
NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending
to be legally bound hereby, each of the Investor and UPTD acknowledges and agrees as follows:
1. Subscription;
Rights.
(a) Subscription.
The Investor hereby irrevocably subscribes for, and agrees to purchase from UPTD, the number of Shares set forth on the signature
page of this Subscription Agreement on the terms and subject to the conditions provided for herein.
(b) Rights
to Additional Issuances.
(i) Within
thirty (30) days following the Transaction Closing Date (as defined below), the Investor shall be entitled to receive a number of additional
Shares as set forth on Schedule B.
(ii) Within
five (5) days following the date that is twenty-four (24) months following the Transaction Closing Date (the “24-Month Date”),
if the volume weighted average price as reported on Bloomberg (“VWAP”) of the Shares for the fifteen (15) trading days
prior to the 24-Month Date (the “24-Month Date VWAP”) is less than $8.30, then the Investor shall be entitled to a
number of shares equal to (i) (A) 8.30 minus (B) the 24-Month Date VWAP multiplied by (ii) (A) the number of Shares held
by the Investor on the 24-Month Date minus (B) the number of Shares acquired by the Investor following the Transaction Closing
Date (not including Shares issued to the Investor under this Section 1) divided by (iii) 10.00.
(c) Closing
Adjustment. At the Closing (as defined below), if the VWAP of the Shares for the fifteen (15) trading days prior to the Closing Date
(the “Closing VWAP”) is less than $8.30, then the Investor shall be entitled to receive a number of additional Shares
equal to (i) (A) 8.30 minus (B) the Closing VWAP multiplied by (ii) 100,000. Any Shares to be issued under this Section
1(c) shall be issued within thirty (30) days following the Transaction Closing Date (as defined below).
2. Closing. The closing
of the sale of the Shares contemplated hereby (the “Closing”)
shall occur on a closing date (the “Closing Date”)
specified in the Closing Notice (as defined below), and be conditioned upon the prior or substantially concurrent consummation of the
Transaction (the closing date of the Transaction, the “Transaction Closing Date”). Upon delivery of written notice
from (or on behalf of) UPTD to the Investor (the “Closing
Notice”) that UPTD reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on
an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered
to the Investor, the Investor shall deliver the Subscription Amount at least two (2) business days prior to the expected Closing Date
by wire transfer of United States dollars in immediately available funds to the account(s) specified by UPTD in the Closing Notice. On
the Closing Date, UPTD shall issue the Shares to the Investor and subsequently cause the Shares to be registered in book entry form in
the name of the Investor on the UPTD share register. For purposes of this Subscription Agreement, “business
day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by law to close. Prior to the Closing, Investor shall deliver to UPTD a duly completed and executed Internal Revenue Service
Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days after the Closing
Date under this Subscription Agreement, the Subscription Amount will be returned to the Investor by wire transfer of U.S. dollars in
immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed repurchased
and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such
return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the
Closing, and the Investor shall remain obligated (i) to redeliver funds to UPTD following UPTD’s delivery to the Investor of a
new Closing Notice and (ii) to consummate the Closing substantially concurrently with the consummation of the Transaction.
3. Closing
Conditions. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement
is subject to the following conditions: (a) there shall not be in force any injunction or order enjoining or prohibiting the issuance
and sale of the Shares under this Subscription Agreement; (b) the terms of the Merger Agreement (including the conditions thereto) shall
not have been amended in a manner that is materially adverse to the Investor (in its capacity as such); and (c)(i) solely with respect
to the Investor’s obligation to close, the representations and warranties made by UPTD, and (ii) solely with respect to UPTD’s
obligation to close, the representations and warranties made by the Investor, in each case, in this Subscription Agreement shall be true
and correct in all material respects as of the Closing Date other than (x) those representations and warranties qualified by materiality,
Material Adverse Effect (as defined below) or similar qualification, which shall be true and correct in all respects as of the Closing
Date, and (y) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material
respects (or, if qualified by materiality, Material Adverse Effect or similar qualification, all respects) as of such date, in each case
without giving effect to the consummation of the Transactions.
4. Further
Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions
as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription
Agreement.
5. UPTD
Representations and Warranties. UPTD represents and warrants to the Investor that:
(a) UPTD
is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. UPTD has all power
(corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to
enter into, deliver and perform its obligations under this Subscription Agreement.
(b) As
of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in
accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not
have been issued in violation of or subject to any preemptive or similar rights created under UPTD’s organizational documents (as
in effect at such time of issuance) or under the laws of the State of Delaware.
(c) This
Subscription Agreement has been duly authorized, executed and delivered by UPTD and, assuming that this Subscription Agreement constitutes
the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against UPTD in accordance with its terms,
except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or
equity.
(d) The
issuance and sale by UPTD of the Shares pursuant to this Subscription Agreement will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance
upon any of the property or assets of UPTD or any of its subsidiaries pursuant to the terms of: (i) any indenture, mortgage, deed
of trust, loan agreement, lease, license or other agreement or instrument to which UPTD or any of its subsidiaries is a party or by which
UPTD or any of its subsidiaries is bound or to which any of the property or assets of UPTD is subject that would reasonably be expected
to have a material adverse effect on the business, financial condition or results of operations of UPTD and its subsidiaries, taken as
a whole (a “Material Adverse Effect”),
or materially affect the validity of the Shares or the legal authority of UPTD to comply in all material respects with its obligations
under this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of UPTD; or (iii) result
in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign,
having jurisdiction over UPTD or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially
affect the validity of the Shares or the legal authority of UPTD to comply in all material respects with its obligations under this Subscription
Agreement.
(e) As
of their respective filing dates, all reports required to be filed by UPTD with the U.S. Securities and Exchange Commission (the “SEC”)
since July 14, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder.
As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by UPTD from the staff of
the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. Notwithstanding the foregoing, this representation
and warranty shall not apply to any statement or information in the SEC Reports that relates to changes to historical accounting policies
of UPTD in connection with any order, directive, guideline, comment or recommendation from the SEC or UPTD’s auditors or accountants
that is applicable to UPTD or UPTD’s auditor or accountants (collectively, the “Guidance”), nor shall any correction,
amendment or restatement of UPTD’s financial statements resulting from or relating to the Guidance result in a breach of any representation
or warranty by UPTD.
(f) UPTD
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,
any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with
the issuance of the Shares pursuant to this Subscription Agreement, other than (i) filings with the SEC, (ii) filings required by
applicable state securities laws, (iii) the filings required in accordance with Section 13 of this Subscription Agreement,
(iv) those required by the New York Stock Exchange or Nasdaq, including with respect to obtaining approval of UPTD’s shareholders,
and (v) the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.
(g) As
of the date hereof, UPTD has not received any written communication from a governmental authority that alleges that UPTD is not in compliance
with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.
(h) Assuming
the accuracy of the Investor’s representations and warranties set forth in Section 6 of this Subscription Agreement, no registration
under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Shares
by UPTD to the Investor.
(i) Neither
UPTD nor any person acting on its behalf has offered or sold the Shares by any form of general solicitation or general advertising in
violation of the Securities Act.
(j) As
of the date hereof, the issued and outstanding Class A ordinary shares of UPTD are registered pursuant to Section 12(b) of the Exchange
Act.
(k) Any
other subscription agreement related to the private placement of the Shares will reflect the same Per Share Subscription Price and other
terms with respect to the purchase of the Shares that are no more favorable to such subscriber thereunder than the terms of this Subscription
Agreement, other than terms particular to the regulatory requirements of such subscriber or its affiliates or related funds.
6. Investor
Representations and Warranties. The Investor represents and warrants to UPTD that:
(a) The
Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements
set forth on Schedule A hereto, (ii) is acquiring the Shares only for its own account and not for the account of others,
or if the Investor is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, the Investor has full investment
discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements
herein on behalf of each owner of each such account, and (iii) is not acquiring the Shares with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information set forth on
Schedule A hereto). The Investor, if such Investor is not a natural person, is not an entity formed for the specific purpose
of acquiring the Shares and is an “institutional account” as defined by FINRA Rule 4512(c) of an investment adviser to which
the Investor has delegated investment decision making authority. The Investor is aware that the sale of the Shares is being made in reliance
on a private placement exemption from registration under the Securities Act and is acquiring the Securities for the Investor’s own
account or for an account over which it exercises sole discretion for another qualified institutional buyer or accredited investor.
(b) The
Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act, that the Shares have not been registered under the Securities Act and that UPTD is not required to register the
Shares except as set forth in Section 8 of this Subscription Agreement. The Investor acknowledges and agrees that the Shares
may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under
the Securities Act except (i) to UPTD or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur
outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption
from the registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities laws of the
states of the United States and other applicable jurisdictions, and that any certificates or book entries representing the Shares shall
contain a restrictive legend to such effect. The Investor acknowledges and agrees that the Shares will be subject to these securities
law transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer,
pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite
period of time. The Investor acknowledges and agrees that the Shares will not immediately be eligible for offer, resale, transfer, pledge
or disposition pursuant to Rule 144 promulgated under the Securities Act, and that the provisions of Rule 144(i) will apply to the
Shares. The Investor acknowledges and agrees that it has been advised to consult legal, tax and accounting prior to making any offer,
resale, transfer, pledge or disposition of any of the Shares.
(c) The
Investor acknowledges and agrees that the Investor is purchasing the Shares from UPTD, and that UPTD, the Company, and/or their respective
affiliates may now or in the future own securities of UPTD and may purchase Shares. The Investor further acknowledges that there have
been no representations, warranties, covenants and agreements made to the Investor by or on behalf of UPTD, the Company, any of their
respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing or any
other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of UPTD expressly
set forth in Section 5 of this Subscription Agreement.
(d) The
Investor acknowledges and agrees that the Investor has received or had access to such information as the Investor deems necessary in order
to make an investment decision with respect to the Shares, including, with respect to UPTD, the Transaction and the business of the Company
and its subsidiaries. The Investor acknowledges that Investor has consulted with its own legal, accounting, financial, regulatory, and
tax advisors, to the extent deemed appropriate. Without limiting the generality of the foregoing, the Investor acknowledges that it has
reviewed UPTD’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional
advisor(s), if any, have had the full opportunity to review financial and other information as it deemed necessary to make its decision,
and ask such questions, receive such answers and obtain such information as the Investor and such Investor’s professional advisor(s),
if any, have deemed necessary to make an investment decision with respect to the Shares.
(e) The
Investor acknowledges and agrees that certain information provided to the Investor was based on projections, and such projections were
prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic
and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections.
The Investor acknowledges and agrees that UPTD and the Company do not assume responsibility for independent verification of, or the accuracy
or completeness of, such information or projections.
(f) The
Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and UPTD, the Company or a
representative of UPTD or the Company, and the Shares were offered to the Investor solely by direct contact between the Investor and UPTD,
the Company or a representative of UPTD or the Company. The Investor did not become aware of this offering of the Shares, nor were the
Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered by any form of
general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a
distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon,
and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation,
UPTD, the Company, any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives
of any of the foregoing), other than the representations and warranties of UPTD contained in Section 5 of this Subscription
Agreement, in making its investment or decision to invest in UPTD.
(g) The
Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including
those set forth in UPTD’s filings with the SEC. The Investor has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting, legal
and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that Investor
shall be responsible for any of the Investor’s tax liabilities that may arise as a result of the transactions contemplated by this
Subscription Agreement, and that neither UPTD nor the Company has provided any tax advice or any other representation or guarantee regarding
the tax consequences of the transactions contemplated by the Subscription Agreement.
(h) Alone,
or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in
the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able at this time and in
the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in UPTD. The Investor acknowledges
specifically that a possibility of total loss exists.
(i) In
making its decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the Investor and the
representations and warranties of UPTD in Section 5.
(j) The
Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares
or made any findings or determination as to the fairness of this investment.
(k) The
Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation
or incorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.
(l) The
execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly
authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court
or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party
or by which the Investor is bound, and will not violate any provisions of the Investor’s organizational documents, including, without
limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable.
The signature of the Investor on this Subscription Agreement is genuine, and the signatory has legal competence and capacity to execute
the same or the signatory has been duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the
valid and binding agreement of UPTD, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable
against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.
(m) Neither
the Investor nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar
capacity or carrying out a similar function, is: (i) a person named on the Specially Designated Nationals and Blocked Persons List,
the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered
by the U.S. Treasury Department’s Office of Foreign Assets Control, or any similar list of sanctioned persons administered by the
European Union, any individual European Union member state or the United Kingdom (collectively, “Sanctions
Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions
List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including
any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine,
or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union, any
individual European Union member state or the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations,
31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively,
a “Prohibited Investor”). The
Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended
by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that the Investor maintains policies and procedures reasonably designed to comply with applicable obligations
under the BSA/PATRIOT Act. The Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance
with sanctions administered by the United States, the European Union, any individual European Union member state or the United Kingdom,
to the extent applicable to it. The Investor further represents that the funds held by the Investor and used to purchase the Shares were
legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.
(n) If
the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”),
(ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”),
(iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement
described in clauses (i) and (ii) (each, an “ERISA
Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan
that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state,
local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar
Laws,” and together with ERISA Plans, “Plans”),
the Investor represents and warrants that (A) neither UPTD nor any of its affiliates has provided investment advice or has otherwise
acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Shares, and none of the parties to the Transaction
is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with the Investor’s investment
in the Shares; and (B) its purchase of the Shares will not result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code, or any applicable Similar Law.
(o) The
Investor has or has commitments to have and, when required to deliver payment to UPTD pursuant to Section 2 above, will have,
sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement.
7. No
Hedging. The Investor hereby agrees that neither he, she or it, his, her or its controlled affiliates, nor any person or entity acting
on his, her or its or his, her or its controlled affiliates’ behalf or pursuant to any understanding with him, her or it, shall
execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in other hedging
transactions of any kind with respect to the Shares during the period from the date of this Subscription Agreement through the Closing
(or such earlier termination of this Subscription Agreement). Nothing in this Section 6 shall prohibit any other investment
portfolios of Investor that have no knowledge of this Subscription Agreement or of the Investor’s participation in this Transaction
and have not been informed by the Investor of the Transaction (including Investor’s affiliates) from entering into any short sales
or engaging in other hedging transactions.
8. Registration
Rights.
(a) UPTD
agrees that, as soon as reasonably practicable following the execution of this Agreement, UPTD will submit to or file with the SEC a registration
statement for a shelf registration on Form S-1 or Form S-3 (if UPTD is then eligible to use a Form S-3 shelf registration) (the “Registration
Statement”), in each case, covering the resale of the Shares acquired by the Investor pursuant to this Subscription Agreement
which are eligible for registration (determined as of two (2) business days prior to such submission or filing) (the “Registrable
Shares”) and UPTD shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon
as practicable after the filing thereof, but no later than the earlier of (i) the ninetieth (90th) calendar day following
the filing date thereof if the SEC notifies UPTD that it will “review” the Registration Statement and (ii) the tenth
(10th) business day after the date UPTD is notified (orally or in writing, whichever is earlier) by the SEC that the Registration
Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness
Deadline”); provided, however, that UPTD’s obligations to include the Registrable Shares in the Registration
Statement are contingent upon the Investor furnishing in writing to UPTD such information regarding the Investor or its permitted assigns,
the securities of UPTD held by the Investor and the intended method of disposition of the Registrable Shares (which shall be limited to
non-underwritten public offerings) as shall be reasonably requested by UPTD to effect the registration of the Registrable Shares, and
the Investor shall execute such documents in connection with such registration as UPTD may reasonably request that are customary of a
selling stockholder in similar situations, including providing that UPTD shall be entitled to postpone and suspend the effectiveness or
use of the Registration Statement, if applicable, during any customary blackout or similar period or as permitted hereunder; provided
that the Investor shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject
to any contractual restriction on the ability to transfer the Registrable Shares. For as long as the Investor holds Shares, UPTD will
use commercially reasonable efforts to file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable)
is required to be satisfied, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares
pursuant to Rule 144 of the Securities Act (in each case, when Rule 144 of the Securities Act becomes available to the Investor). Any
failure by UPTD to file the Registration Statement or to have the Registration Statement declared effective by the Effectiveness Deadline
shall not otherwise relieve UPTD of its obligations to file the Registration Statement or to have the Registration Statement declared
effective as set forth above in this Section 8.
(b) At
its expense UPTD shall:
(i) except
for such times as UPTD is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially
reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which UPTD determines
to obtain, continuously effective with respect to the Investor, and to keep the applicable Registration Statement or any subsequent shelf
registration statement free of any material misstatements or omissions, until the earlier of the following: (A) the Investor ceases
to hold any Registrable Shares, (B) the date all Registrable Shares held by the Investor may be sold without restriction under Rule
144, including, without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and
without the requirement for UPTD to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2),
if applicable), and (C) two (2) years from the date of effectiveness of the Registration Statement. The period of time during which
UPTD is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration
Period”;
(ii) during
the Registration Period, advise the Investor, as expeditiously as possible:
(1) when
a Registration Statement or any amendment thereto has been filed with the SEC;
(2) after
it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending or other matter causing the
suspension of the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;
(3) of
the receipt by UPTD of any notification with respect to the suspension of the qualification of the Registrable Shares included therein
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(4) subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration
Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, UPTD shall not, when so advising the
Investor of such events, provide the Investor with any material, nonpublic information regarding UPTD other than to the extent that providing
notice to the Investor of the occurrence of the events listed in (1) through (4) above constitutes material, nonpublic information
regarding UPTD;
(iii) during
the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of
any Registration Statement as soon as reasonably practicable;
(iv) during
the Registration Period, upon the occurrence of any event contemplated in Section 8(b)(ii)(4) above, except for such times
as UPTD is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, use its
commercially reasonable efforts to, as soon as reasonably practicable, prepare a post-effective amendment to such Registration Statement
or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable
Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(v) during
the Registration Period, use its commercially reasonable efforts to cause all Registrable Shares to be listed on the national securities
exchange on which the Class A ordinary shares issued by UPTD have been listed;
(vi) during
the Registration Period, use its commercially reasonable efforts to allow the Investor to review disclosure regarding the Investor in
the Registration Statement; and
(vii) during
the Registration Period, otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested
by the Investor, consistent with the terms of this Subscription Agreement, in connection with the registration of the Registrable Shares.
(c) Notwithstanding
anything to the contrary in this Subscription Agreement, UPTD shall be entitled to delay the filing or effectiveness of, or suspend the
use of, the Registration Statement if (i) it determines that in order for the Registration Statement not to contain a material misstatement
or omission, (A) an amendment thereto would be needed to include information that would at that time not otherwise be required in a current,
quarterly or annual report under the Exchange Act, or (B) the negotiation or consummation of a transaction by UPTD or its subsidiaries
is pending or an event has occurred, which negotiation, consummation or event UPTD’s board of directors reasonably believes would
require additional disclosure by UPTD in the Registration Statement of material information that UPTD has a bona fide business purpose
for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination
of UPTD’s board of directors to cause the Registration Statement to fail to comply with applicable disclosure requirements, or (ii)
in the good faith judgment of UPTD’s board of directors, such filing or effectiveness or use of such Registration Statement would
be seriously detrimental to UPTD and UPTD’s board of directors concludes as a result that it is essential to defer such filing (each
such circumstance, a “Suspension Event”);
provided, however, that UPTD may not delay or suspend the Registration Statement on more than three occasions or for more
than ninety (90) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case during any
twelve (12) month period. Upon receipt of any written notice from UPTD of the happening of any Suspension Event during the period that
the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains
any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein (in light of the circumstances under which they were made, in the case of the prospectus) not misleading, the Investor agrees
that (i) it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement (excluding,
for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Investor receives copies of a supplemental or amended prospectus
(which UPTD agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any
post-effective amendment has become effective or unless otherwise notified by UPTD that it may resume such offers and sales, and (ii) it
will maintain the confidentiality of any information included in such written notice delivered by UPTD unless otherwise required by law
or subpoena. If so directed by UPTD, the Investor will deliver to UPTD or, in the Investor’s sole discretion destroy, all copies
of the prospectus covering the Registrable Shares in the Investor’s possession; provided, however, that this
obligation to deliver or destroy all copies of the prospectus covering the Registrable Shares shall not apply (A) to the extent the
Investor is required to retain a copy of such prospectus (1) in order to comply with applicable legal, regulatory, self-regulatory
or professional requirements or (2) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored
electronically on archival servers as a result of automatic data back-up.
(d) Indemnification.
(i) UPTD
agrees to indemnify, to the extent permitted by law, the Investor (to the extent a seller under the Registration Statement), its directors
and officers and each person who controls the Investor (within the meaning of the Securities Act), to the extent permitted by law, against
all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and documented attorneys’
fees of one law firm (and one firm of local counsel)) caused by any untrue or alleged untrue statement of material fact contained in any
Registration Statement, prospectus included in any Registration Statement (“Prospectus”)
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under
which they were made) not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished
in writing to UPTD by or on behalf of the Investor expressly for use therein.
(ii) In
connection with any Registration Statement in which the Investor is participating, the Investor shall furnish (or cause to be furnished)
to UPTD in writing such information and affidavits as UPTD reasonably requests for use in connection with any such Registration Statement
or Prospectus and, to the extent permitted by law, shall indemnify UPTD, its directors and officers and each person or entity who controls
UPTD (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including, without limitation,
reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained
or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, but only to the extent that
such untrue statement or omission is contained (or not contained in, in the case of an omission) in any information or affidavit so furnished
in writing by on behalf of the Investor expressly for use therein; provided, however, that the liability of the Investor
shall be several and not joint with any other investor and shall be in proportion to and limited to the net proceeds received by the Investor
from the sale of Registrable Shares giving rise to such indemnification obligation.
(iii) Any
person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s
right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,
without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.
(iv) The
indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall
survive the transfer of securities.
(v) If
the indemnification provided under this Section 8(d) from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability
of the Investor shall be limited to the net proceeds received by the Investor from the sale of Registrable Shares giving rise to such
indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or
not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or
payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations
set forth in Sections 8(d)(i), (ii) and (iii) above, any legal or other fees, charges or expenses reasonably
incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 8(d)(v) from any
person or entity who was not guilty of such fraudulent misrepresentation.
9. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties
hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such
date and time as the Merger Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of
the parties hereto (and the Company) to terminate this Subscription Agreement, and (c) if the conditions to Closing set forth in
Section 3 of this Subscription Agreement are not satisfied at the Closing and, as a result thereof, the transactions contemplated
by this Subscription Agreement will not be or are not consummated at the Closing; provided that nothing herein will relieve any
party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at
law or in equity to recover losses, liabilities or damages arising from any such willful breach. UPTD shall notify the Investor of the
termination of the Merger Agreement promptly after the termination thereof. Upon the termination of this Subscription Agreement in accordance
with this Section 9, any monies paid by the Investor to UPTD to purchase Shares hereunder shall be promptly (and in any event
within one (1) business day after such termination) returned to the Investor.
10. Trust
Account Waiver. The Investor acknowledges that UPTD is a blank check company with the powers and privileges to effect a merger, asset
acquisition, reorganization or similar business combination involving UPTD and one or more businesses or assets. The Investor further
acknowledges that, as described in UPTD’s prospectus relating to its initial public offering dated June 29, 2021 (the “IPO
Prospectus”) available at www.sec.gov,
substantially all of UPTD’s assets consist of the cash proceeds of UPTD’s initial public offering and private placement of
its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust
Account”) for the benefit of UPTD, its public shareholders and the underwriter of UPTD’s initial public offering.
Except with respect to interest earned on the funds held in the Trust Account that may be released to UPTD to pay its tax obligations,
if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the IPO Prospectus. For and in consideration
of UPTD entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably
waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the
Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement;
provided that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim
to the Trust Account by virtue of the Investor’s record or beneficial ownership of Class A ordinary shares of UPTD acquired by any
means other than pursuant to this Subscription Agreement.
11. Miscellaneous.
(a) Neither
this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other than the Shares acquired hereunder, if any)
may be transferred or assigned, other than an assignment to any fund or account managed by the same investment manager as the Investor
or an affiliate thereof, subject to, if such transfer or assignment is prior to the Closing, such transferee or assignee, as applicable,
executing a joinder to this Subscription Agreement or a separate subscription agreement in substantially the same form as this Subscription
Agreement, including with respect to the Subscription Amount and other terms and conditions; provided that, in the case of any
such transfer or assignment, the initial party to this Subscription Agreement shall remain bound by its obligations under this Subscription
Agreement in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase
of Shares contemplated hereby. Neither this Subscription Agreement nor any rights that may accrue to UPTD hereunder or any of UPTD’s
obligations may be transferred or assigned other than pursuant to the Transaction.
(b) UPTD
may request from the Investor such additional information as UPTD may deem necessary to evaluate the eligibility of the Investor to acquire
the Shares and in connection with the inclusion of the Shares in the Registration Statement, and the Investor shall provide such information
as may reasonably be requested, to the extent readily available and to the extent consistent with its internal policies and procedures.
The Investor acknowledges that UPTD may file a copy of the form of this Subscription Agreement with the SEC as an exhibit to or within
a current or periodic report or a registration statement of UPTD.
(c) The
Investor acknowledges that UPTD will rely on the acknowledgments, understandings, agreements, representations and warranties of the Investor
contained in this Subscription Agreement. Prior to the Closing, the Investor agrees to promptly notify UPTD if any of the acknowledgments,
understandings, agreements, representations and warranties of the Investor set forth herein are no longer accurate.
(d) UPTD,
the Company, and the Investor are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce
this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby.
(e) All
of the representations and warranties contained in this Subscription Agreement shall survive the Closing. All of the covenants and agreements
made by each party hereto in this Subscription Agreement shall survive the Closing until the applicable statute of limitations or in accordance
with their respective terms, if a shorter period.
(f) This
Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 9 above) except
by an instrument in writing, signed by each of the parties hereto and, to the extent required by the Merger Agreement, the Company. No
failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course
of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the
parties and third party beneficiaries hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise
have hereunder.
(g) This
Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth
in Section 11(c) with respect to the persons referenced therein, this Subscription Agreement shall not confer any rights
or remedies upon any person other than the parties hereto, and their respective successor and assigns.
(h) Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns.
(i) If
any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or
impaired thereby and shall continue in full force and effect.
(j) Without
limiting any remedies of a party hereunder for a breach of this Subscription Agreement by the other party, each party shall pay its own
costs and expenses incurred in connection with the negotiation and execution of this Subscription Agreement and consummation of the transactions
contemplated hereby, whether or not such transactions are consummated.
(k) This
Subscription Agreement may be executed in one or more counterparts (including by electronic mail or in .pdf) and by different parties
in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and
delivered shall be construed together and shall constitute one and the same agreement.
(l) The
parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to specific enforcement of this
Subscription Agreement, in addition to any other remedy to which any party is entitled at law, in equity, in contract, in tort or otherwise.
In the event that any claim, action, suit or proceeding shall be brought in equity to enforce the provisions of this Subscription Agreement,
no party hereto shall allege, and each party hereto hereby waives the defense, that there is an adequate remedy at law, and each party
hereto agrees to waive any requirement for the securing or posting of any bond in connection therewith.
(m) Any
claim, action, suit or proceeding based upon, arising out of or related to this Subscription Agreement or the transactions contemplated
hereby must be brought in the Court of Chancery of the State of Delaware (or, only to the extent such court does not have subject matter
jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court
for the District of Delaware), and each of the parties hereto irrevocably and unconditionally (i) consents and submits to the exclusive
jurisdiction of each such court in any such claim, action, suit or proceeding, (ii) waives any objection it may now or hereafter have
to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such action, suit or proceeding
shall be heard and determined only in any such court and (iv) agrees not to bring any claim, action, suit or proceeding arising out of
or relating to this Subscription Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall
be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise
proceed against any other party in any other jurisdiction to enforce judgments obtained in any claim, action, suit or proceeding brought
in accordance with this Section 11(m), provided that service of process with respect to any such claim, action, suit or proceeding
may also be made upon any party hereto by mailing a copy thereof by registered or certified mail, postage prepaid, to such party at its
address as provided in Section 14.
(n) This
Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the
principles of conflicts of laws that would otherwise require the application of the law of any other State.
(o) EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE
FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11(o).
12. Non-Reliance
and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or
warranty made by any person, firm or corporation, other than the statements, representations and warranties of UPTD expressly contained
in Section 5 of this Subscription Agreement, in making its investment or decision to invest in UPTD. The Investor acknowledges
and agrees that, to the maximum extent permitted by law, none of (i) any other investor pursuant to this Subscription Agreement or
any other subscription agreement related to the private placement of the Shares (including any such investor’s respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) any other
party to the Merger Agreement (other than UPTD) or (iii) any affiliates, or any control persons, officers, directors, employees, partners,
agents or representatives of any of UPTD, the Company or any other party to the Merger Agreement shall be liable to the Investor, or to
any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the
Shares, the negotiation hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated hereby or thereby,
for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.
13. Press
Releases. UPTD shall, by 9:00 a.m., New York City time, on the first business day immediately following the date of this Subscription
Agreement, issue one or more press releases or furnish or file with the SEC a Current Report on Form 8-K, registration statement or proxy
statement for the Transaction (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly
disclosed, this investment, all material terms of the Transaction and any other material, non-public information about UPTD that UPTD
has provided to the Investor at any time prior to the filing of the Disclosure Document. From and after the disclosure of the Disclosure
Document, to the knowledge of UPTD, the Investor shall not be in possession of any material, non-public information about UPTD received
from UPTD, unless otherwise agreed by such Investor. All press releases or other public communications relating to the transactions contemplated
hereby between UPTD and the Investor, and the method of the release for publication thereof, shall be subject to the prior approval of
(i) UPTD and (ii) to the extent such press release or public communication references the Investor or its affiliates or investment advisers
by name, the Investor; provided that neither UPTD nor the Investor shall be required to obtain consent pursuant to this Section 13
to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without
breach of the obligation under this Section 13. The restriction in this Section 13 shall not apply to the extent
the public announcement is required by applicable securities law, any governmental authority or stock exchange rule; provided that
in such an event, the applicable party shall use its commercially reasonable efforts to consult with the other party in advance as to
its form, content and timing.
14. Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered
in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested,
postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or (iv) when delivered by email
(in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply, such as an out-of-office notification),
addressed as follows:
If to the Investor, to the address provided
on the Investor’s signature page hereto.
If to UPTD, to:
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, New York
Attention: Weiguang Yang
E-mail: yangweiguang@mdmooc.org
with copies (which shall not constitute notice) to:
Robinson & Cole LLP
Chrysler East Building
666 Third Avenue, 20th Floor
New York, New York 10017
Attn: Arila Zhou; Anna Jinhua Wang
Email: azhou@rc.com
awang@rc.com
or to such other address or addresses as the parties
may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF,
the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set
forth below.
Name of Investor: Plentiful Limited |
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State/Country of Formation or Domicile: Samoa |
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By: |
/s/ Yanhong Wang |
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Name:
| Yanhong Wang |
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Title: |
Director |
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Name in which Shares are to be registered (if different): |
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Date: |
September 14, 2023 |
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Investor’s EIN: |
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Business Address-Street: |
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Mailing Address-Street (if different): |
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City, State, Zip: |
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City, State, Zip: |
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Attn: |
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Attn: |
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Telephone No.: |
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Telephone No.: |
Facsimile No.: |
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Facsimile No.: |
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Number of Shares subscribed for: |
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Aggregate Subscription Amount: $5,000,000 |
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Price Per Share: $10.00 |
You must pay the Subscription
Amount by wire transfer of United States dollars in immediately available funds to the account specified by UPTD in the Closing Notice.
[Signature Page to Subscription Agreement]
IN WITNESS WHEREOF, UPTD has accepted this
Subscription Agreement as of the date set forth below.
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TRADEUP ACQUISITION CORP. |
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By: |
/s/ Weiguang Yang |
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Name: |
Weiguang Yang |
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Title: |
Co-Chief Executive Officer |
Date: September 12, 2023 |
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[Signature Page to Subscription Agreement]
SCHEDULE A
ELIGIBILITY REPRESENTATIONS OF THE INVESTOR
[Schedule A to Subscription Agreement]
SCHEDULE B
ADDITIONAL ISSUANCE
ISSUANCE DATE | |
NUMBER OF SHARES
TO BE ISSUED | |
Thirty (30) Days Following the Transaction Closing Date | |
| 704,819 | |
[Schedule B to Subscription
Agreement]
Exhibit 10.2
SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into on September 14, 2023 by and between TradeUP Acquisition Corp., a Delaware
corporation (“UPTD”), and the
undersigned subscriber (the “Investor”).
WHEREAS, this Subscription
Agreement is being entered into in connection with the Agreement and Plan of Merger, dated September 30, 2022 (as may be amended, supplemented
or otherwise modified from time to time, the “Merger
Agreement”), by and among UPTD, UPTD Tradeup Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary
of UPTD (“Merger Sub”), and Estrella Biopharma, Inc., a Delaware corporation (the “Company”), pursuant
to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a
wholly-owned subsidiary of UPTD (the “Transaction”).
WHEREAS, in connection with
the Transaction, UPTD is seeking commitments from interested investors to purchase, prior to the closing of the Transaction, UPTD’s
Class A ordinary shares, par value $0.0001 per share (the “Shares”),
in a private placement for a purchase price of $10.00 per share (the “Per Share Subscription Price”); and
WHEREAS, the aggregate purchase
price to be paid by the Investor for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription
Amount.”
NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending
to be legally bound hereby, each of the Investor and UPTD acknowledges and agrees as follows:
1.
Subscription; Rights.
(a)
Subscription. The Investor hereby irrevocably subscribes for, and agrees to purchase from UPTD, the number of Shares set
forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein.
(b)
Rights to Additional Issuances.
(i)
Within thirty (30) days following the Transaction Closing Date (as defined below), the Investor shall be entitled to receive a
number of additional Shares as set forth on Schedule B.
(ii) Within
five (5) days following the date that is twenty-four (24) months following the Transaction Closing Date (the “24-Month Date”),
if the volume weighted average price as reported on Bloomberg (“VWAP”) of the Shares for the fifteen (15) trading
days prior to the 24-Month Date (the “24-Month Date VWAP”) is less than $8.30, then the Investor shall be entitled
to a number of shares equal to (i) (A) 8.30 minus (B) the 24-Month Date VWAP multiplied by (ii) (A) the number of Shares
held by the Investor on the 24-Month Date minus (B) the number of Shares acquired by the Investor following the Transaction Closing
Date (not including Shares issued to the Investor under this Section 1) divided by (iii) 10.00.
(c)
Closing Adjustment. At the Closing (as defined below), if the VWAP of the Shares for the fifteen (15) trading days prior
to the Closing Date (the “Closing VWAP”) is less than $8.30, then the Investor shall be entitled to receive a number
of additional Shares equal to (i) (A) 8.30 minus (B) the Closing VWAP multiplied by (ii) 100,000. Any Shares to be issued
under this Section 1(c) shall be issued within thirty (30) days following the Transaction Closing Date (as defined below).
2.
Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”)
shall occur on a closing date (the “Closing Date”)
specified in the Closing Notice (as defined below), and be conditioned upon the prior or substantially concurrent consummation of the
Transaction (the closing date of the Transaction, the “Transaction Closing Date”). Upon delivery of written notice
from (or on behalf of) UPTD to the Investor (the “Closing
Notice”) that UPTD reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on
an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered
to the Investor, the Investor shall deliver the Subscription Amount at least two (2) business days prior to the expected Closing Date
by wire transfer of United States dollars in immediately available funds to the account(s) specified by UPTD in the Closing Notice. On
the Closing Date, UPTD shall issue the Shares to the Investor and subsequently cause the Shares to be registered in book entry form in
the name of the Investor on the UPTD share register. For purposes of this Subscription Agreement, “business
day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by law to close. Prior to the Closing, Investor shall deliver to UPTD a duly completed and executed Internal Revenue Service
Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days after the Closing
Date under this Subscription Agreement, the Subscription Amount will be returned to the Investor by wire transfer of U.S. dollars in
immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed repurchased
and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such
return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the
Closing, and the Investor shall remain obligated (i) to redeliver funds to UPTD following UPTD’s delivery to the Investor of a
new Closing Notice and (ii) to consummate the Closing substantially concurrently with the consummation of the Transaction.
3.
Closing Conditions. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this
Subscription Agreement is subject to the following conditions: (a) there shall not be in force any injunction or order enjoining or prohibiting
the issuance and sale of the Shares under this Subscription Agreement; (b) the terms of the Merger Agreement (including the conditions
thereto) shall not have been amended in a manner that is materially adverse to the Investor (in its capacity as such); and (c)(i) solely
with respect to the Investor’s obligation to close, the representations and warranties made by UPTD, and (ii) solely with respect
to UPTD’s obligation to close, the representations and warranties made by the Investor, in each case, in this Subscription Agreement
shall be true and correct in all material respects as of the Closing Date other than (x) those representations and warranties qualified
by materiality, Material Adverse Effect (as defined below) or similar qualification, which shall be true and correct in all respects as
of the Closing Date, and (y) those representations and warranties expressly made as of an earlier date, which shall be true and correct
in all material respects (or, if qualified by materiality, Material Adverse Effect or similar qualification, all respects) as of such
date, in each case without giving effect to the consummation of the Transactions.
4.
Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such
additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated
by this Subscription Agreement.
5.
UPTD Representations and Warranties. UPTD represents and warrants to the Investor that:
(a)
UPTD is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. UPTD has
all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted
and to enter into, deliver and perform its obligations under this Subscription Agreement.
(b)
As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment
therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable
and will not have been issued in violation of or subject to any preemptive or similar rights created under UPTD’s organizational
documents (as in effect at such time of issuance) or under the laws of the State of Delaware.
(c)
This Subscription Agreement has been duly authorized, executed and delivered by UPTD and, assuming that this Subscription Agreement
constitutes the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against UPTD in accordance with
its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law
or equity.
(d)
The issuance and sale by UPTD of the Shares pursuant to this Subscription Agreement will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the property or assets of UPTD or any of its subsidiaries pursuant to the terms of: (i) any indenture,
mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which UPTD or any of its subsidiaries is a
party or by which UPTD or any of its subsidiaries is bound or to which any of the property or assets of UPTD is subject that would reasonably
be expected to have a material adverse effect on the business, financial condition or results of operations of UPTD and its subsidiaries,
taken as a whole (a “Material Adverse Effect”),
or materially affect the validity of the Shares or the legal authority of UPTD to comply in all material respects with its obligations
under this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of UPTD; or (iii) result
in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign,
having jurisdiction over UPTD or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially
affect the validity of the Shares or the legal authority of UPTD to comply in all material respects with its obligations under this Subscription
Agreement.
(e)
As of their respective filing dates, all reports required to be filed by UPTD with the U.S. Securities and Exchange Commission
(the “SEC”) since July 14, 2021 (the “SEC Reports”) complied in all material respects with the applicable
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters
received by UPTD from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. Notwithstanding
the foregoing, this representation and warranty shall not apply to any statement or information in the SEC Reports that relates to changes
to historical accounting policies of UPTD in connection with any order, directive, guideline, comment or recommendation from the SEC or
UPTD’s auditors or accountants that is applicable to UPTD or UPTD’s auditor or accountants (collectively, the “Guidance”),
nor shall any correction, amendment or restatement of UPTD’s financial statements resulting from or relating to the Guidance result
in a breach of any representation or warranty by UPTD.
(f)
UPTD is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the issuance of the Shares pursuant to this Subscription Agreement, other than (i) filings with the SEC, (ii) filings required
by applicable state securities laws, (iii) the filings required in accordance with Section 13 of this Subscription Agreement,
(iv) those required by the New York Stock Exchange or Nasdaq, including with respect to obtaining approval of UPTD’s shareholders,
and (v) the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.
(g)
As of the date hereof, UPTD has not received any written communication from a governmental authority that alleges that UPTD is
not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(h)
Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6 of this Subscription
Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the
offer and sale of the Shares by UPTD to the Investor.
(i)
Neither UPTD nor any person acting on its behalf has offered or sold the Shares by any form of general solicitation or general
advertising in violation of the Securities Act.
(j)
As of the date hereof, the issued and outstanding Class A ordinary shares of UPTD are registered pursuant to Section 12(b) of the
Exchange Act.
(k)
Any other subscription agreement related to the private placement of the Shares will reflect the same Per Share Subscription Price
and other terms with respect to the purchase of the Shares that are no more favorable to such subscriber thereunder than the terms of
this Subscription Agreement, other than terms particular to the regulatory requirements of such subscriber or its affiliates or related
funds.
6.
Investor Representations and Warranties. The Investor represents and warrants to UPTD that:
(a)
The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act)
or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the
applicable requirements set forth on Schedule A hereto, (ii) is acquiring the Shares only for its own account and not
for the account of others, or if the Investor is subscribing for the Shares as a fiduciary or agent for one or more investor accounts,
the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,
representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Shares with a
view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested
information set forth on Schedule A hereto). The Investor, if such Investor is not a natural person, is not an entity formed
for the specific purpose of acquiring the Shares and is an “institutional account” as defined by FINRA Rule 4512(c) of an
investment adviser to which the Investor has delegated investment decision making authority. The Investor is aware that the sale of the
Shares is being made in reliance on a private placement exemption from registration under the Securities Act and is acquiring the Securities
for the Investor’s own account or for an account over which it exercises sole discretion for another qualified institutional buyer
or accredited investor.
(b)
The Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within
the meaning of the Securities Act, that the Shares have not been registered under the Securities Act and that UPTD is not required to
register the Shares except as set forth in Section 8 of this Subscription Agreement. The Investor acknowledges and agrees
that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration
statement under the Securities Act except (i) to UPTD or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another
applicable exemption from the registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities
laws of the states of the United States and other applicable jurisdictions, and that any certificates or book entries representing the
Shares shall contain a restrictive legend to such effect. The Investor acknowledges and agrees that the Shares will be subject to these
securities law transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell,
transfer, pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for
an indefinite period of time. The Investor acknowledges and agrees that the Shares will not immediately be eligible for offer, resale,
transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act, and that the provisions of Rule 144(i)
will apply to the Shares. The Investor acknowledges and agrees that it has been advised to consult legal, tax and accounting prior to
making any offer, resale, transfer, pledge or disposition of any of the Shares.
(c)
The Investor acknowledges and agrees that the Investor is purchasing the Shares from UPTD, and that UPTD, the Company, and/or their
respective affiliates may now or in the future own securities of UPTD and may purchase Shares. The Investor further acknowledges that
there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of UPTD, the Company, any
of their respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing
or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of
UPTD expressly set forth in Section 5 of this Subscription Agreement.
(d)
The Investor acknowledges and agrees that the Investor has received or had access to such information as the Investor deems necessary
in order to make an investment decision with respect to the Shares, including, with respect to UPTD, the Transaction and the business
of the Company and its subsidiaries. The Investor acknowledges that Investor has consulted with its own legal, accounting, financial,
regulatory, and tax advisors, to the extent deemed appropriate. Without limiting the generality of the foregoing, the Investor acknowledges
that it has reviewed UPTD’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s
professional advisor(s), if any, have had the full opportunity to review financial and other information as it deemed necessary to make
its decision, and ask such questions, receive such answers and obtain such information as the Investor and such Investor’s professional
advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.
(e)
The Investor acknowledges and agrees that certain information provided to the Investor was based on projections, and such projections
were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business,
economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections.
The Investor acknowledges and agrees that UPTD and the Company do not assume responsibility for independent verification of, or the accuracy
or completeness of, such information or projections.
(f)
The Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and UPTD, the Company
or a representative of UPTD or the Company, and the Shares were offered to the Investor solely by direct contact between the Investor
and UPTD, the Company or a representative of UPTD or the Company. The Investor did not become aware of this offering of the Shares, nor
were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered by any
form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying
upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation,
UPTD, the Company, any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives
of any of the foregoing), other than the representations and warranties of UPTD contained in Section 5 of this Subscription
Agreement, in making its investment or decision to invest in UPTD.
(g)
The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares,
including those set forth in UPTD’s filings with the SEC. The Investor has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting,
legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that
Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a result of the transactions contemplated
by this Subscription Agreement, and that neither UPTD nor the Company has provided any tax advice or any other representation or guarantee
regarding the tax consequences of the transactions contemplated by the Subscription Agreement.
(h)
Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an
investment in the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able at this
time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in UPTD. The Investor
acknowledges specifically that a possibility of total loss exists.
(i)
In making its decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the Investor
and the representations and warranties of UPTD in Section 5.
(j)
The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of
the Shares or made any findings or determination as to the fairness of this investment.
(k)
The Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction
of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.
(l)
The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have
been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of
any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor
is a party or by which the Investor is bound, and will not violate any provisions of the Investor’s organizational documents, including,
without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be
applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory has legal competence and capacity
to execute the same or the signatory has been duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes
the valid and binding agreement of UPTD, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor,
enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.
(m)
Neither the Investor nor any of its officers, directors, managers, managing members, general partners or any other person acting
in a similar capacity or carrying out a similar function, is: (i) a person named on the Specially Designated Nationals and Blocked
Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned
persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control, or any similar list of sanctioned persons
administered by the European Union, any individual European Union member state or the United Kingdom (collectively, “Sanctions
Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions
List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including
any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine,
or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union, any
individual European Union member state or the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations,
31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively,
a “Prohibited Investor”). The
Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended
by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that the Investor maintains policies and procedures reasonably designed to comply with applicable obligations
under the BSA/PATRIOT Act. The Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance
with sanctions administered by the United States, the European Union, any individual European Union member state or the United Kingdom,
to the extent applicable to it. The Investor further represents that the funds held by the Investor and used to purchase the Shares were
legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.
(n)
If the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”),
(ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”),
(iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement
described in clauses (i) and (ii) (each, an “ERISA
Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan
that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state,
local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar
Laws,” and together with ERISA Plans, “Plans”),
the Investor represents and warrants that (A) neither UPTD nor any of its affiliates has provided investment advice or has otherwise
acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Shares, and none of the parties to the Transaction
is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with the Investor’s investment
in the Shares; and (B) its purchase of the Shares will not result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code, or any applicable Similar Law.
(o)
The Investor has or has commitments to have and, when required to deliver payment to UPTD pursuant to Section 2 above,
will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription
Agreement.
7.
No Hedging. The Investor hereby agrees that neither he, she or it, his, her or its controlled affiliates, nor any person
or entity acting on his, her or its or his, her or its controlled affiliates’ behalf or pursuant to any understanding with him,
her or it, shall execute any short sales (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage
in other hedging transactions of any kind with respect to the Shares during the period from the date of this Subscription Agreement through
the Closing (or such earlier termination of this Subscription Agreement). Nothing in this Section 6 shall prohibit any other
investment portfolios of Investor that have no knowledge of this Subscription Agreement or of the Investor’s participation in this
Transaction and have not been informed by the Investor of the Transaction (including Investor’s affiliates) from entering into any
short sales or engaging in other hedging transactions.
8.
Registration Rights.
(a)
UPTD agrees that, as soon as reasonably practicable following the execution of this Agreement, UPTD will submit to or file with
the SEC a registration statement for a shelf registration on Form S-1 or Form S-3 (if UPTD is then eligible to use a Form S-3 shelf registration)
(the “Registration Statement”),
in each case, covering the resale of the Shares acquired by the Investor pursuant to this Subscription Agreement which are eligible for
registration (determined as of two (2) business days prior to such submission or filing) (the “Registrable Shares”)
and UPTD shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after
the filing thereof, but no later than the earlier of (i) the ninetieth (90th) calendar day following the filing date thereof
if the SEC notifies UPTD that it will “review” the Registration Statement and (ii) the tenth (10th) business
day after the date UPTD is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be
“reviewed” or will not be subject to further review (such earlier date, the “Effectiveness
Deadline”); provided, however, that UPTD’s obligations to include the Registrable Shares in the Registration
Statement are contingent upon the Investor furnishing in writing to UPTD such information regarding the Investor or its permitted assigns,
the securities of UPTD held by the Investor and the intended method of disposition of the Registrable Shares (which shall be limited to
non-underwritten public offerings) as shall be reasonably requested by UPTD to effect the registration of the Registrable Shares, and
the Investor shall execute such documents in connection with such registration as UPTD may reasonably request that are customary of a
selling stockholder in similar situations, including providing that UPTD shall be entitled to postpone and suspend the effectiveness or
use of the Registration Statement, if applicable, during any customary blackout or similar period or as permitted hereunder; provided
that the Investor shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject
to any contractual restriction on the ability to transfer the Registrable Shares. For as long as the Investor holds Shares, UPTD will
use commercially reasonable efforts to file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable)
is required to be satisfied, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares
pursuant to Rule 144 of the Securities Act (in each case, when Rule 144 of the Securities Act becomes available to the Investor). Any
failure by UPTD to file the Registration Statement or to have the Registration Statement declared effective by the Effectiveness Deadline
shall not otherwise relieve UPTD of its obligations to file the Registration Statement or to have the Registration Statement declared
effective as set forth above in this Section 8.
(b)
At its expense UPTD shall:
(i)
except for such times as UPTD is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities
laws which UPTD determines to obtain, continuously effective with respect to the Investor, and to keep the applicable Registration Statement
or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (A)
the Investor ceases to hold any Registrable Shares, (B) the date all Registrable Shares held by the Investor may be sold without
restriction under Rule 144, including, without limitation, any volume and manner of sale restrictions which may be applicable to affiliates
under Rule 144 and without the requirement for UPTD to be in compliance with the current public information required under Rule 144(c)(1)
(or Rule 144(i)(2), if applicable), and (C) two (2) years from the date of effectiveness of the Registration Statement. The period
of time during which UPTD is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration
Period”;
(ii)
during the Registration Period, advise the Investor, as expeditiously as possible:
(1)
when a Registration Statement or any amendment thereto has been filed with the SEC;
(2)
after it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending
or other matter causing the suspension of the effectiveness of any Registration Statement or the initiation of any proceedings for such
purpose;
(3)
of the receipt by UPTD of any notification with respect to the suspension of the qualification of the Registrable Shares
included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(4)
subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any
changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit
to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, UPTD
shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding UPTD
other than to the extent that providing notice to the Investor of the occurrence of the events listed in (1) through (4) above constitutes
material, nonpublic information regarding UPTD;
(iii) during
the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of
any Registration Statement as soon as reasonably practicable;
(iv) during
the Registration Period, upon the occurrence of any event contemplated in Section 8(b)(ii)(4) above, except for such times
as UPTD is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, use its
commercially reasonable efforts to, as soon as reasonably practicable, prepare a post-effective amendment to such Registration Statement
or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the
Registrable Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(v)
during the Registration Period, use its commercially reasonable efforts to cause all Registrable Shares to be listed on the national
securities exchange on which the Class A ordinary shares issued by UPTD have been listed;
(vi)
during the Registration Period, use its commercially reasonable efforts to allow the Investor to review disclosure regarding the
Investor in the Registration Statement; and
(vii)
during the Registration Period, otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably
be requested by the Investor, consistent with the terms of this Subscription Agreement, in connection with the registration of the Registrable
Shares.
(c)
Notwithstanding anything to the contrary in this Subscription Agreement, UPTD shall be entitled to delay the filing or effectiveness
of, or suspend the use of, the Registration Statement if (i) it determines that in order for the Registration Statement not to contain
a material misstatement or omission, (A) an amendment thereto would be needed to include information that would at that time not otherwise
be required in a current, quarterly or annual report under the Exchange Act, or (B) the negotiation or consummation of a transaction by
UPTD or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event UPTD’s board of directors
reasonably believes would require additional disclosure by UPTD in the Registration Statement of material information that UPTD has a
bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in
the reasonable determination of UPTD’s board of directors to cause the Registration Statement to fail to comply with applicable
disclosure requirements, or (ii) in the good faith judgment of UPTD’s board of directors, such filing or effectiveness or use of
such Registration Statement would be seriously detrimental to UPTD and UPTD’s board of directors concludes as a result that it is
essential to defer such filing (each such circumstance, a “Suspension
Event”); provided, however, that UPTD may not delay or suspend the Registration Statement on more than
three occasions or for more than ninety (90) consecutive calendar days, or more than one hundred and twenty (120) total calendar
days, in each case during any twelve (12) month period. Upon receipt of any written notice from UPTD of the happening of any Suspension
Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement
or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the prospectus)
not misleading, the Investor agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under the
Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Investor receives copies
of a supplemental or amended prospectus (which UPTD agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred
to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by UPTD that it may resume
such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered
by UPTD unless otherwise required by law or subpoena. If so directed by UPTD, the Investor will deliver to UPTD or, in the Investor’s
sole discretion destroy, all copies of the prospectus covering the Registrable Shares in the Investor’s possession; provided,
however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Shares shall not
apply (A) to the extent the Investor is required to retain a copy of such prospectus (1) in order to comply with applicable
legal, regulatory, self-regulatory or professional requirements or (2) in accordance with a bona fide pre-existing document retention
policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.
(d)
Indemnification.
(i)
UPTD agrees to indemnify, to the extent permitted by law, the Investor (to the extent a seller under the Registration Statement),
its directors and officers and each person who controls the Investor (within the meaning of the Securities Act), to the extent permitted
by law, against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and
documented attorneys’ fees of one law firm (and one firm of local counsel)) caused by any untrue or alleged untrue statement of
material fact contained in any Registration Statement, prospectus included in any Registration Statement (“Prospectus”)
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under
which they were made) not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished
in writing to UPTD by or on behalf of the Investor expressly for use therein.
(ii)
In connection with any Registration Statement in which the Investor is participating, the Investor shall furnish (or cause to be
furnished) to UPTD in writing such information and affidavits as UPTD reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify UPTD, its directors and officers and each person or entity
who controls UPTD (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including,
without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of
material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, but
only to the extent that such untrue statement or omission is contained (or not contained in, in the case of an omission) in any information
or affidavit so furnished in writing by on behalf of the Investor expressly for use therein; provided, however, that the
liability of the Investor shall be several and not joint with any other investor and shall be in proportion to and limited to the net
proceeds received by the Investor from the sale of Registrable Shares giving rise to such indemnification obligation.
(iii)
Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party
or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.
(iv)
The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall
survive the transfer of securities.
(v)
If the indemnification provided under this Section 8(d) from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party
as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however,
that the liability of the Investor shall be limited to the net proceeds received by the Investor from the sale of Registrable Shares giving
rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied
by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in Sections 8(d)(i), (ii) and (iii) above, any legal or other fees, charges or
expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 8(d)(v)
from any person or entity who was not guilty of such fraudulent misrepresentation.
9.
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights
and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earliest to occur of (a) such date and time as the Merger Agreement is terminated in accordance with its terms, (b) upon
the mutual written agreement of each of the parties hereto (and the Company) to terminate this Subscription Agreement, and (c) if
the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied at the Closing and, as a result
thereof, the transactions contemplated by this Subscription Agreement will not be or are not consummated at the Closing; provided
that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party
will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. UPTD
shall notify the Investor of the termination of the Merger Agreement promptly after the termination thereof. Upon the termination of this
Subscription Agreement in accordance with this Section 9, any monies paid by the Investor to UPTD to purchase Shares hereunder
shall be promptly (and in any event within one (1) business day after such termination) returned to the Investor.
10.
Trust Account Waiver. The Investor acknowledges that UPTD is a blank check company with the powers and privileges to effect
a merger, asset acquisition, reorganization or similar business combination involving UPTD and one or more businesses or assets. The Investor
further acknowledges that, as described in UPTD’s prospectus relating to its initial public offering dated June 29, 2021 (the “IPO
Prospectus”) available at www.sec.gov,
substantially all of UPTD’s assets consist of the cash proceeds of UPTD’s initial public offering and private placement of
its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust
Account”) for the benefit of UPTD, its public shareholders and the underwriter of UPTD’s initial public offering.
Except with respect to interest earned on the funds held in the Trust Account that may be released to UPTD to pay its tax obligations,
if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the IPO Prospectus. For and in consideration
of UPTD entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably
waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the
Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement;
provided that nothing in this Section 10 shall be deemed to limit the Investor’s right, title, interest or claim
to the Trust Account by virtue of the Investor’s record or beneficial ownership of Class A ordinary shares of UPTD acquired by any
means other than pursuant to this Subscription Agreement.
11.
Miscellaneous.
(a)
Neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other than the Shares acquired hereunder,
if any) may be transferred or assigned, other than an assignment to any fund or account managed by the same investment manager as the
Investor or an affiliate thereof, subject to, if such transfer or assignment is prior to the Closing, such transferee or assignee, as
applicable, executing a joinder to this Subscription Agreement or a separate subscription agreement in substantially the same form as
this Subscription Agreement, including with respect to the Subscription Amount and other terms and conditions; provided that, in
the case of any such transfer or assignment, the initial party to this Subscription Agreement shall remain bound by its obligations under
this Subscription Agreement in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate
the purchase of Shares contemplated hereby. Neither this Subscription Agreement nor any rights that may accrue to UPTD hereunder or any
of UPTD’s obligations may be transferred or assigned other than pursuant to the Transaction.
(b)
UPTD may request from the Investor such additional information as UPTD may deem necessary to evaluate the eligibility of the Investor
to acquire the Shares and in connection with the inclusion of the Shares in the Registration Statement, and the Investor shall provide
such information as may reasonably be requested, to the extent readily available and to the extent consistent with its internal policies
and procedures. The Investor acknowledges that UPTD may file a copy of the form of this Subscription Agreement with the SEC as an exhibit
to or within a current or periodic report or a registration statement of UPTD.
(c)
The Investor acknowledges that UPTD will rely on the acknowledgments, understandings, agreements, representations and warranties
of the Investor contained in this Subscription Agreement. Prior to the Closing, the Investor agrees to promptly notify UPTD if any of
the acknowledgments, understandings, agreements, representations and warranties of the Investor set forth herein are no longer accurate.
(d)
UPTD, the Company, and the Investor are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized
to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.
(e)
All of the representations and warranties contained in this Subscription Agreement shall survive the Closing. All of the covenants
and agreements made by each party hereto in this Subscription Agreement shall survive the Closing until the applicable statute of limitations
or in accordance with their respective terms, if a shorter period.
(f)
This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 9
above) except by an instrument in writing, signed by each of the parties hereto and, to the extent required by the Merger Agreement, the
Company. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power,
or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies
of the parties and third party beneficiaries hereunder are cumulative and are not exclusive of any rights or remedies that they would
otherwise have hereunder.
(g)
This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except
as set forth in Section 11(c) with respect to the persons referenced therein, this Subscription Agreement shall not confer
any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.
(h)
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.
(i)
If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal
or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any
way be affected or impaired thereby and shall continue in full force and effect.
(j)
Without limiting any remedies of a party hereunder for a breach of this Subscription Agreement by the other party, each party shall
pay its own costs and expenses incurred in connection with the negotiation and execution of this Subscription Agreement and consummation
of the transactions contemplated hereby, whether or not such transactions are consummated.
(k)
This Subscription Agreement may be executed in one or more counterparts (including by electronic mail or in .pdf) and by different
parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed
and delivered shall be construed together and shall constitute one and the same agreement.
(l)
The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to specific enforcement of this
Subscription Agreement, in addition to any other remedy to which any party is entitled at law, in equity, in contract, in tort or otherwise.
In the event that any claim, action, suit or proceeding shall be brought in equity to enforce the provisions of this Subscription Agreement,
no party hereto shall allege, and each party hereto hereby waives the defense, that there is an adequate remedy at law, and each party
hereto agrees to waive any requirement for the securing or posting of any bond in connection therewith.
(m)
Any claim, action, suit or proceeding based upon, arising out of or related to this Subscription Agreement or the transactions
contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, only to the extent such court does not have
subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States
District Court for the District of Delaware), and each of the parties hereto irrevocably and unconditionally (i) consents and submits
to the exclusive jurisdiction of each such court in any such claim, action, suit or proceeding, (ii) waives any objection it may now or
hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such action, suit
or proceeding shall be heard and determined only in any such court and (iv) agrees not to bring any claim, action, suit or proceeding
arising out of or relating to this Subscription Agreement or the transactions contemplated hereby in any other court. Nothing herein contained
shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise
proceed against any other party in any other jurisdiction to enforce judgments obtained in any claim, action, suit or proceeding brought
in accordance with this Section 11(m), provided that service of process with respect to any such claim, action, suit or proceeding
may also be made upon any party hereto by mailing a copy thereof by registered or certified mail, postage prepaid, to such party at its
address as provided in Section 14.
(n)
This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without
regard to the principles of conflicts of laws that would otherwise require the application of the law of any other State.
(o)
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE
FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11(o).
12.
Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement,
representation or warranty made by any person, firm or corporation, other than the statements, representations and warranties of UPTD
expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in UPTD. The
Investor acknowledges and agrees that, to the maximum extent permitted by law, none of (i) any other investor pursuant to this Subscription
Agreement or any other subscription agreement related to the private placement of the Shares (including any such investor’s respective
affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) any
other party to the Merger Agreement (other than UPTD) or (iii) any affiliates, or any control persons, officers, directors, employees,
partners, agents or representatives of any of UPTD, the Company or any other party to the Merger Agreement shall be liable to the Investor,
or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement
of the Shares, the negotiation hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated hereby or thereby,
for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.
13.
Press Releases. UPTD shall, by 9:00 a.m., New York City time, on the first business day immediately following the date of
this Subscription Agreement, issue one or more press releases or furnish or file with the SEC a Current Report on Form 8-K, registration
statement or proxy statement for the Transaction (collectively, the “Disclosure Document”) disclosing, to the extent
not previously publicly disclosed, this investment, all material terms of the Transaction and any other material, non-public information
about UPTD that UPTD has provided to the Investor at any time prior to the filing of the Disclosure Document. From and after the disclosure
of the Disclosure Document, to the knowledge of UPTD, the Investor shall not be in possession of any material, non-public information
about UPTD received from UPTD, unless otherwise agreed by such Investor. All press releases or other public communications relating to
the transactions contemplated hereby between UPTD and the Investor, and the method of the release for publication thereof, shall be subject
to the prior approval of (i) UPTD and (ii) to the extent such press release or public communication references the Investor or its affiliates
or investment advisers by name, the Investor; provided that neither UPTD nor the Investor shall be required to obtain consent pursuant
to this Section 13 to the extent any proposed release or statement is substantially equivalent to the information that has
previously been made public without breach of the obligation under this Section 13. The restriction in this Section 13
shall not apply to the extent the public announcement is required by applicable securities law, any governmental authority or stock exchange
rule; provided that in such an event, the applicable party shall use its commercially reasonable efforts to consult with the other
party in advance as to its form, content and timing.
14.
Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly
given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service,
or (iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply,
such as an out-of-office notification), addressed as follows:
If to the Investor, to the address provided
on the Investor’s signature page hereto.
If to UPTD, to:
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, New York
Attention: Weiguang Yang
E-mail: yangweiguang@mdmooc.org
with copies (which shall not constitute notice)
to:
Robinson & Cole LLP
Chrysler East Building
666 Third Avenue, 20th Floor
New York, New York 10017
Attn: Arila Zhou; Anna Jinhua Wang
Email: azhou@rc.com
awang@rc.com
or to such other address or addresses as the parties
may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF,
the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set
forth below.
Name of Investor: Lianhe World Limited |
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State/Country of Formation or Domicile: |
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By: |
/s/ Dengyao Jia |
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Name: |
Dengyao Jia |
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Title: |
Director |
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Name in which Shares are to be registered (if different): |
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Date: September 14, 2023 |
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Investor’s EIN: |
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Business Address-Street: |
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Mailing Address-Street (if different): |
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City, State, Zip: |
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City, State, Zip: |
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Attn: ____________________________________ |
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Attn: ____________________________________ |
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Telephone No.: |
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Telephone No.: |
Facsimile No.: |
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Facsimile No.: |
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Number of Shares subscribed for: |
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Aggregate Subscription Amount: $5,000,000 |
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Price Per Share: $10.00 |
You must pay the Subscription
Amount by wire transfer of United States dollars in immediately available funds to the account specified by UPTD in the Closing Notice.
[Signature Page to Subscription
Agreement]
IN WITNESS WHEREOF, UPTD has accepted this
Subscription Agreement as of the date set forth below.
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TRADEUP ACQUISITION CORP. |
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By: |
/s/ Weiguang Yang |
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Name: |
Weiguang Yang |
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Title: |
Co-Chief Executive Officer |
Date: September 12, 2023
[Signature Page to Subscription
Agreement]
SCHEDULE A
ELIGIBILITY REPRESENTATIONS OF THE INVESTOR
[Schedule A to Subscription Agreement]
SCHEDULE B
ADDITIONAL ISSUANCE
ISSUANCE DATE | |
NUMBER OF SHARES
TO BE ISSUED | |
Thirty (30) Days Following the Transaction Closing Date | |
| 704,819 | |
[Schedule B to Subscription Agreement]
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