WARRANT AGREEMENT between POWERUP ACQUISITION CORP. and AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC Dated , 2021Warrant Agreement • December 30th, 2021 • PowerUp Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2021, 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 liability company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PowerUp Acquisition Corp.PowerUp Acquisition Corp. • December 30th, 2021 • 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:
