PowerUp Acquisition Corp. 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized t
INDEMNITY AGREEMENTIndemnity Agreement • February 14th, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT between POWERUP ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated , 2022Warrant Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 17, 2022, is by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PowerUp Acquisition Corp. Unit #195 New York, NY 10013 Re: Initial Public Offering Gentlemen:Underwriting Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
INDEMNITY AGREEMENTIndemnification Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of February 17, 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB II, Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, StePHEN Quesenberry as the Seller Representative, and ASPIRE BIOPHARMA, INC.,...Merger Agreement • August 30th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 26, 2024 by and among (i) PowerUp Acquisition Corp., incorporated as a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) PowerUp Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”), (iii) SRIRAMA Associates, LLC, a Delaware limited liability company, (the “Sponsor” and the “Purchaser Representative”), (iv) Stephen Quesenberry, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”), and (v) Aspire Biopharma, Inc., a Puerto Rico corporation (the “Company”). The Purchaser, Merger Sub, the Sponsor, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collective
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • May 20th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [●], 2024 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 17, 2022, 2022, is made and entered into by and among PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PowerUp Acquisition Corp.Securities Subscription Agreement • December 30th, 2021 • PowerUp Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 15, 2021 by and between PowerUp Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and PowerUp Acquisition Corp., an Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares (the “Shares”) of Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”) up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 17, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and PowerUp Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 17, 2022, by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • May 22nd, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [●], 2024 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, “Investor”).
AMENDMENT AGREEMENTAmendment Agreement • June 7th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations
This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“PowerUp”), PowerUp Merger Sub Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Ryan Bleeks (“Seller Representative”) and Visiox Pharmaceuticals, Inc. (“Visiox”) is dated and effective as of this 6th day of June 2024. Each of PowerUp, Merger Sub, Sponsor, Seller Representative and Visiox are a “Party,” and collectively, the “Parties.”
PROMISSORY NOTE FEE AGREEMENTPromissory Note Fee Agreement • October 4th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • Delaware
This PROMISSORY NOTE FEE AGREEMENT (this “Agreement”) is made and entered into effectively as of October 2, 2024 (the “Effective Date”), by and among SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”) and PowerUp Acquisition Corp., a Cayman Islands exempted company (“SPAC”) (each a “Party” and, collectively, the “Parties”).
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • October 10th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations
This Second Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“Purchaser”), PowerUp Merger Sub II, Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Stephen Quesenberry (“Seller Representative”) and Aspire Biopharma, Inc. (“Company”) is dated and effective as of this 9th day of October 2024. Each of Purchaser, Merger Sub, Sponsor, Seller Representative and the Company are a “Party,” and collectively, the “Parties.”
Amendment No. 1 to SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • January 26th, 2024 • PowerUp Acquisition Corp. • Blank checks
This Amendment No. 1 to Secured Convertible Promissory Note (this “Amendment”) is made as of January 18, 2024 (the “Effective Date”), by and between Visiox Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and SRIRAMA Associates, LLC, a Delaware limited liability company (“Investor”). Company and Investor are together referred to as the “Parties”, and are each a “Party”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note (as defined below).
POWERUP ACQUISITION CORP.Administrative Services Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
This letter agreement by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and PowerUp Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
POWERUP ACQUISITION CORP.Administrative Services Agreement • February 14th, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
This letter agreement by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and PowerUp Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PURCHASE AGREEMENTPurchase Agreement • July 19th, 2023 • PowerUp Acquisition Corp. • Blank checks • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of July 14, 2023 (the “Effective Date”), by and among SRIRAMA Associates, LLC, a Delaware limited liability company (the “Acquirer”), PowerUp Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and PowerUp Sponsor LLC, a Delaware limited liability company (“Sponsor”) (each a “Party” and, collectively, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 24th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of May 9, 2024 (the “Effective Date”), by, between and among [________](the “Investor”), PowerUp Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”), and VKSS Capital, LLC, a Delaware limited liability company (“VKSS”). Investor, SPAC, Sponsor and VKSS are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • March 11th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of March 5, 2024 (the “Effective Date”), by, between and among [●] (the “Investor”), PowerUp Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”), VKSS Capital, LLC, a Delaware limited liability company (“VKSS”) and Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox”). Investor, SPAC, Sponsor, VKSS and Visiox are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
