Exhibit 10.5


 


POWERUP ACQUISITION CORP.


188 Grand Street


Unit #195


New York, NY 10013


 


February 17, 2022


PowerUp Sponsor LLC


188 Grand Street


Unit #195


New York, NY 10013


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


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”):


 


(i) PowerUp Sponsor LLC, the Company’s sponsor, shall make available,
or cause to be made available, to the Company, at 188 Grand Street, Unit #195, New York, NY 10013 (or any successor location of PowerUp
Sponsor LLC), office space and administrative and support services. In exchange therefor, the Company shall pay PowerUp Sponsor LLC the
sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii) PowerUp Sponsor LLC hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this
letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of,
the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds
of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any
Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other
assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the
Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.


 






     


     


    

 


This letter agreement constitutes
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles.


 


This letter agreement may
be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same letter agreement.


 


[Signature Page Follows]


 




     


     


    

 


	 	 	Very truly yours,
	 	 	 
	 	 	POWERUP ACQUISITION CORP.
	 	 	 	 
	 	 	By:	 /s/ Jack Tretton
	 	 	 	Name: Jack Tretton
	 	 	 	Title: Chief Executive Officer
	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 	 
	 	 	 
	POWERUP SPONSOR LLC	 	 
	 	 	 	 	 
	By:	 /s/ Gabriel Schillinger	 	 
	 	Name: 	 Gabriel Schillinger	 	 
	 	Title:	 Managing Member	 	 
	 	 	 	 	 	 



 


[Signature Page to Administrative Services Agreement]