SECURITIES ASSIGNMENT AGREEMENT
Exhibit 10.9
SECURITIES ASSIGNMENT AGREEMENT
This Securities Assignment Agreement is dated as of March 2, 2021 (this “Assignment”), by and among TradeUp Global Sponsor LLC, a Cayman limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
Section 1. Assignment of Shares. Seller hereby assigns 20,000 Class B Shares to each of the Buyers (collectively, the “Shares”). Each Buyer has paid to the Seller an aggregate amount of Four Hundred Forty Dollars ($440), for an aggregate purchase price of One Thousand Three Hundred Twenty Dollars ($1,320) (the “Purchase Price”), in consideration of the assignment of the Shares.
Section 2. Potential Forfeiture of Shares.
(a) In the event that the Company determines for any reason not to nominate, elect or appoint any Buyer as a member of the board of directors of the Company, or if any Buyer otherwise does not become a member of the board of directors of the Company for any reason, on or prior to the closing of the Public Offering (as defined below), or if the Public Offering is not consummated on or prior to December 31, 2021, such Buyer shall automatically forfeit all of the Shares held by such Buyer, which Shares shall automatically be assigned and returned to the Seller, and the Seller shall promptly return the applicable portion of the Purchase Price to such Buyer.
(b) In the event that, following the closing of the Public Offering and prior to the consummation of a Business Combination, any Buyer resigns or otherwise ceases to serve as a member of the board of the directors for any reason, Seller (or its designee(s)) shall have the right, but not the obligation, to purchase from the Buyer fifty percent (50%) of the Shares purchased by such Buyer hereunder, for a purchase price equal to the per-share purchase price paid by such Buyer for such Shares hereunder. Such right shall be exercisable by Seller at any time prior to the consummation of a Business Combination by providing written notice of such exercise to the applicable Buyer.
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(c) The applicable Buyer shall take all actions as may be reasonably necessary to consummate any forfeiture or sale contemplated by this Section 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by Seller to be necessary or appropriate, and the applicable Buyer hereby grants to Seller and any representative designated by Seller without further action by such Buyer a limited irrevocable power of attorney to effect any forfeiture or transfer contemplated hereby on behalf of such Buyer, which power of attorney shall be deemed to be coupled with an interest.
Section 3. No Conflicts. Each party represents and warrants that neither the execution and delivery of this Assignment by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any agreement to which it is a party.
The Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and such Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Such Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist such Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. Such Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Such Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event such Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or such Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.
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Section 5. Miscellaneous. This Assignment, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter. This Assignment may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Assignment may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. Except as otherwise provided herein, no party hereto may assign either this Assignment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.
[SIGNATURE PAGE FOLLOWS]
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TRADEUP GLOBAL SPONSOR LLC | |||
By: | /s/ Xxxxxxx Xx | ||
Name: Xxxxxxx Xx | |||
Title: Manager | |||
BUYERS: | |||
/s/ Xxxxx X. Xx | |||
Xxxxx X. Xx | |||
/s/ Xxx Xxxxx | |||
Xxx Xxxxx | |||
/s/ Xxxxxxx Xxxxxxx | |||
Xxxxxxx Xxxxxxx |
[Signature Page to Securities Assignment Agreement]
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