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. 25,000,000 Units UNDERWRITING AGREEMENTPowerUp Acquisition Corp. • February 23rd, 2022 • 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 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:
PowerUp Acquisition Corp. Unit #195 New York, NY 10013 Re: Initial Public Offering Gentlemen:Letter 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
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”).
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”).
POWERUP ACQUISITION CORP.PowerUp Acquisition Corp. • February 23rd, 2022 • 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”):
