Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS, the Company and the Investors
desire to enter into this Agreement, pursuant to which the Company shall grant the Investors certain registration rights with respect
to certain securities of the Company held by them as of the date hereof or that may be held by them upon consummation of a Business Combination
(defined below);


 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I DEFINITIONS


 


The terms defined in this ARTICLE I shall,
for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made
in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any Prospectus
and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for
not making such information public.


 


“Agreement” shall have
the meaning given in the Preamble.


 


“Board” shall mean the
Board of Directors of the Company.


 


“Business Combination”
shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one
or more businesses, involving the Company.


 


“Class B Ordinary Shares”
means the Class B ordinary shares, par value $0.0001 per share, of the Company.


 


“Commission” shall mean
the Securities and Exchange Commission.


 


“Company” shall have
the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in Section 2.01(a).


 


“Demanding Investor”
shall have the meaning given in Section 2.01(a).


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1” shall have
the meaning given in Section 2.01(a).


 


“Form S-3” shall have
the meaning given in Section 2.03.


 






    


     


    

 


“Founder Shares”
shall mean the 7,187,500 Class B Ordinary Shares that Sponsor purchased from the Company pursuant to the Founder Shares Purchase Agreement
(up to 937,500 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised)
and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.


 





“Founder Shares Lock-up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) six months after the completion of the Company’s
initial Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or
exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash,
securities or other property.


 


“Founder Shares Purchase Agreement”
shall mean that certain Securities Subscription Agreement by and between the Sponsor and Company, dated as of February 16, 2021.


 


“Insider Letter” shall
mean that certain letter agreement, dated as of February 17, 2022, by and among the Company, the Sponsor and each of the Company’s
officers, directors and director nominees.


 


“Investors” shall have
the meaning given in the Preamble.


 


“Maximum Number of Securities”
shall have the meaning given in Section 2.01(d).


 


“Misstatement” shall
mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which
they were made not misleading.


 


“Ordinary Shares” shall
mean the Class A ordinary shares, par value $0.0001 per share, of the Company.


 


“Permitted Transferees”
shall mean a person or entity to whom an Investor of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter,
this Agreement, and any other applicable agreement between such Investor and the Company, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in Section 2.01(a).


 


“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their
Permitted Transferees, and any of the Ordinary Shares or Warrants underlying the Private Placement Warrants and that are held by the initial
purchasers of the Private Placement Units or their Permitted Transferees, the period ending 30 days after the completion of the Company’s
initial Business Combination.


 


“Private
Placement Warrants” shall mean the aggregate 9,138,333 warrants (or up to 9,763,333 warrants if the
underwriters’ over-allotment option is exercised in full) to be purchased by the Sponsor and the Underwriter and/or its
designees pursuant to those certain Private Placement Warrants Purchase Agreements between the Company and each of the Sponsor and
the Underwriter, each dated February 17, 2022.


 


“Pro Rata” shall have
the meaning given in subsection Section 2.01(d).


 


“Prospectus” shall mean
the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and
all post-effective amendments and including all material incorporated by reference in such prospectus.


 






    


     


    

 


“Registrable
Security” shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any
Founder Shares, (b) the Private Placement Warrants (c) the Working Capital Units (and the underlying securities) of the Company
issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by an Investor, if any, and
(d) any other equity security of the Company issued or issuable with respect to any such Ordinary Shares by way of a share dividend,
share subdivision, share consolidation, share capitalization or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such
securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for
such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public
distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to
be outstanding; (iv) such securities may be sold without Registration pursuant to Rule 144 promulgated under the Securities Act (or
any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (v) such
securities have been sold to, or through, a broker, dealer or Underwriter in a public distribution or other public securities
transaction.


 


“Registration” shall
mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(a) all Registration and filing fees (including fees
with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which
the Ordinary Shares are then listed;


 


(b) fees and expenses of compliance with securities
or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications
of Registrable Securities);


 


(c) printing, messenger, telephone and delivery expenses;


 


(d) reasonable fees and disbursements of counsel
for the Company;


 


(e) reasonable fees and disbursements of all independent
registered public accountants of the Company incurred specifically in connection with such Registration; and


 


(f) reasonable fees and expenses of one legal counsel
selected by the majority-in-interest of the Demanding Investors initiating a Demand Registration to be registered for offer and sale in
the applicable Registration.


 


“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Investor”
shall have the meaning given in Section 2.01(a).


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor” shall mean
PowerUp Sponsor LLC, a Delaware limited liability company.


 


“Underwriter” shall
mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.


 






    


     


    

 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public.


 


“Units” means the units
of the Company, each comprised of one Ordinary Share and one-half of one Warrant.


 


“Warrants” mean the
warrants of the Company redeemable to purchase Ordinary Shares.


 


“Working Capital Units”
shall mean any Units held by Investors, officers, or directors of the Company or their respective affiliates, which may be issued in payment
of working capital loans made to the Company.


 


ARTICLE
II REGISTRATIONS


 


Section 2.01 Demand Registration.


 


(a) Request for Registration. Subject to the
provisions of Section 2.01(d) and Section 2.04 hereof, at any time and from time to time on or after the date the Company
consummates the Business Combination, the Investors of at least a majority in interest of the then-outstanding number of Registrable Securities
(the “Demanding Investors”) may make a written demand for Registration under the Securities Act of all or part
of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration
and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company
shall, within 10 days of the Company’s receipt of the Demand Registration, notify, in writing, all other Investors of Registrable
Securities of such demand, and each Investor of Registrable Securities who thereafter wishes to include all or a portion of such Investor’s
Registrable Securities in a Registration pursuant to a Demand Registration (each such Investor that includes all or a portion of such
Investor’s Registrable Securities in such Registration, a “Requesting Investor”) shall so notify the Company,
in writing, within five days after the receipt by the Investor of the notice from the Company. Upon receipt by the Company of any such
written notification from a Requesting Investor(s) to the Company, such Requesting Investor(s) shall be entitled to have their Registrable
Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable,
but not more than 45 days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable
Securities requested by the Demanding Investors and Requesting Investors pursuant to such Demand Registration. Under no circumstances
shall the Company be obligated to effect more than an aggregate of three Registrations pursuant to a Demand Registration under this Section
2.01(a) with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted
for such purposes unless a Form S-1 or any similar long-form Registration Statement that may be available at such time (“Form
S-1”) has become effective and all of the Registrable Securities requested by the Requesting Investors to be registered
on behalf of the Requesting Investors in such Form S-1 Registration have been sold, in accordance with Section 3.01 of this Agreement.


 


(b) Effective Registration. Notwithstanding
the provisions of Section 2.01(a) above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall
not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant
to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under
this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective,
an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop
order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect
to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed,
rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Investors initiating such Demand Registration thereafter
affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five
days, of such election; and provided, further, that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
becomes effective or is subsequently terminated.


 






    


     


    

 


(c) Underwritten Offering. Subject to
the provisions of Section 2.01(d) and Section 2.04 hereof, if a majority-in-interest of the Demanding Investors so
advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand
Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Investor or Requesting Investor (if
any) to include its Registrable Securities in such Registration shall be conditioned upon such Investor’s participation in
such Underwritten Offering and the inclusion of such Investor’s Registrable Securities in such Underwritten Offering to the
extent provided herein. All such Investors proposing to distribute their Registrable Securities through an Underwritten Offering
under this Section 2.01(c) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for
such Underwritten Offering by the majority-in-interest of the Demanding Investors initiating the Demand Registration.


 


(d) Reduction of Underwritten Offering. If
the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the
Company, the Demanding Investors and the Requesting Investors (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Investors and the Requesting Investors (if any) desire to sell, taken together with all other Ordinary Shares or other
equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant
to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum
dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum
number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include
in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Investors and the Requesting Investors
(if any) (pro rata based on the respective number of Registrable Securities that each Demanding Investor and Requesting Investor (if any)
has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Investors
and Requesting Investors have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Investors (Pro Rata, based on
the respective number of Registrable Securities that each Investor has so requested) exercising their rights to register their Registrable
Securities pursuant to Section 2.02(a) hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares
or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate
written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


(e) Demand Registration Withdrawal. A majority-in-interest
of the Demanding Investors initiating a Demand Registration or a majority-in-interest of the Requesting Investors (if any), pursuant to
a Registration under Section 2.01(a) shall have the right to withdraw from a Registration pursuant to such Demand Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention
to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to
the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this
Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand
Registration prior to its withdrawal under this Section 2.01(e).


 






    


     


    

 


Section 2.02 Piggyback Registration.


 


(a) Piggyback Rights. If, at any time on
or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the
Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for,
or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and
by the shareholders of the Company including, without limitation, pursuant to Section 2.01 hereof), other than a Registration
Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of
securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed
filing to all of the Investors of Registrable Securities as soon as practicable but not less than 10 days before the anticipated
filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such
offering, and (B) offer to all of the Investors of Registrable Securities the opportunity to register the sale of such number of
Registrable Securities as such Investors may request in writing within five days after receipt of such written notice (such
Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or
Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Investors pursuant to this Section
2.02(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company
included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All such Investors proposing to distribute their Registrable Securities through an
Underwritten Offering under this Section 2.02(a) shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering by the Company.


 


(b) Reduction of Piggyback Registration. If
the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises
the Company and the Investors of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount
or number of the Ordinary Shares that the Company desires to sell, taken together with (x) the Ordinary Shares, if any, as to which Registration
has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Investors of Registrable
Securities hereunder (y) the Registrable Securities as to which Registration has been requested pursuant to Section 2.02 hereof,
and (z) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration
rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:


 


(i) If the Registration is undertaken
for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Investors exercising
their rights to register their Registrable Securities pursuant to Section 2.02(a) hereof, Pro Rata, which can be sold without exceeding
the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back
registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or


 


(ii) If the Registration is pursuant
to a request by persons or entities other than the Investors of Registrable Securities, then the Company shall include in any such Registration
(A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Investors of
Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Investors exercising their rights
to register their Registrable Securities pursuant to Section 2.02(a), pro rata based on the number of Registrable Securities that
each Investor has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the
Investors have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary
Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C),
the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register
pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number
of Securities.


 






    


     


    

 


(c) Piggyback Registration Withdrawal.
Any Investor of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason
whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to
withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with
respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the
Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred
in connection with the Piggyback Registration prior to its withdrawal under this Section 2.02(c).


 


(d) Unlimited Piggyback Registration Rights.
For purposes of clarity, any Registration effected pursuant to Section 2.02 hereof shall not be counted as a Registration pursuant
to a Demand Registration effected under Section 2.01 hereof.


 


Section 2.03 Registrations on Form S-3. The
Investors of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415
under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their
Registrable Securities on Form S-3 or any similar short form Registration Statement that may be available at such time (“Form
S-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten
Offering. Within five days of the Company’s receipt of a written request from an Investor or Investors of Registrable Securities
for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Investors
of Registrable Securities, and each Investor of Registrable Securities who thereafter wishes to include all or a portion of such Investor’s
Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within 10 days after the receipt by the
Investor of the notice from the Company. As soon as practicable thereafter, but not more than 12 days after the Company’s initial
receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Investor’s
Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other
Investor or Investors joining in such request as are specified in the written notification given by such Investor or Investors; provided,
however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.03 hereof if (i)
a Form S-3 is not available for such offering; or (ii) the Investors of Registrable Securities, together with the Investors of any other
equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other
equity securities (if any) at any aggregate price to the public of less than $10,000,000.


 


Section 2.04 Restrictions on Registration Rights.
If: (a) during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing of,
and ending on a date 120 days after the effective date of, a Company initiated Registration and provided that the Company has delivered
written notice to the Investors prior to receipt of a Demand Registration pursuant to Section 2.01(a) and it continues to actively
employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (b) the Investors have
requested an Underwritten Registration and the Company and the Investors are unable to obtain the commitment of Underwriters to firmly
underwrite the offer; or (c) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and
the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case
the Company shall furnish to such Investors a certificate signed by the Chairman of the Board stating that in the good faith judgment
of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that
it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer
such filing for a period of not more than 30 days.


 






    


     


    

 


ARTICLE
III COMPANY PROCEDURES


 


Section 3.01 General Procedures. If
at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of
Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities
in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


(a) prepare and file with the Commission as
soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to
cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such
Registration Statement have been sold;


 


(b) prepare and file with the Commission such amendments
and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Investors
or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the Registration
form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until
all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth
in such Registration Statement or supplement to the Prospectus;


 


(c) prior to filing a Registration Statement or Prospectus,
or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Investors of Registrable Securities
included in such Registration, and such Investors’ legal counsel, copies of such Registration Statement as proposed to be filed,
each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by
reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents
as the Underwriters and the Investors of Registrable Securities included in such Registration or the legal counsel for any such Investors
may request in order to facilitate the disposition of the Registrable Securities owned by such Investors;


 


(d) prior to any public offering of Registrable Securities,
use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities
or “blue sky” laws of such jurisdictions in the United States as the Investors of Registrable Securities included in such
Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such
Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities
as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary
or advisable to enable the Investors of Registrable Securities included in such Registration Statement to consummate the disposition of
such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would
be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 


(e) cause all such Registrable Securities to be listed
on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;


 


(f) provide a transfer agent or warrant agent, as
applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;


 


(g) advise each seller of such Registrable Securities,
promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the
effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its
reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;


 


(h) at least five days prior to the filing of any
Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that
is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable
Securities or its counsel;


 


(i) notify the Investors at any time when a Prospectus
relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result
of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such
Misstatement as set forth in Section 3.04 hereof;


 






    


     


    

 


(j) permit a representative of the Investors
(such representative to be selected by a majority of the participating Investors), the Underwriters, if any, and any attorney or
accountant retained by such Investors, or Underwriter to participate, at each such person’s own expense, in the preparation of
the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably
requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representative, or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to
the Company, prior to the release or disclosure of any such information;


 


(k) obtain a “cold comfort” letter from
the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating Investors
may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the
managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Investors;


 


(l) on the date the Registrable Securities are delivered
for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such
Registration, addressed to the Investors, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal
matters with respect to the Registration in respect of which such opinion is being given as the Investors, placement agent, sales agent,
or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably
satisfactory to a majority in interest of the participating Investors;


 


(m) in the event of any Underwritten Offering, enter
into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;


 


(n) make available to its security holders, as soon
as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s
first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);


 


(o) if the Registration involves the Registration
of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in
any Underwritten Offering; and


 


(p) otherwise, in good faith, cooperate reasonably
with, and take such customary actions as may reasonably be requested by the Investors, in connection with such Registration.


 


Section 3.02 Registration Expenses. The Registration
Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Investors that the Investors shall bear all incremental
selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees,
Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees
and expenses of any legal counsel representing the Investors.


 


Section 3.03 Requirements for Participation in
Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a
Registration initiated by the Company hereunder unless such person (a) agrees to sell such person’s securities on the basis provided
in any underwriting arrangements approved by the Company and (b) completes and executes all customary questionnaires, powers of attorney,
indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of
such underwriting arrangements.


 






    


     


    

 


Section 3.04 Suspension of Sales; Adverse
Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement,
each of the Investors shall forthwith discontinue disposition of Registrable Securities until it has received copies of a
supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and
file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the
Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the
inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the
Company’s control, the Company may, upon giving prompt written notice of such action to the Investors, delay the filing or
initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than
30 days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights
under the preceding sentence, the Investors agree to suspend, immediately upon their receipt of the notice referred to above, their
use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company
shall immediately notify the Investors of the expiration of any period during which it exercised its rights under this Section
3.04.


 


Section 3.05 Reporting Obligations. As long
as any Investor shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act,
covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to
be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish
the Investors with true and complete copies of all such filings. The Company further covenants that it shall take such further action
as any Investor may reasonably request, all to the extent required from time to time to enable such Investor to sell Ordinary Shares held
by such Investor without Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon
the request of any Investor, the Company shall deliver to such Investor a written certification of a duly authorized officer as to whether
it has complied with such requirements.


 


ARTICLE
IV INDEMNIFICATION AND CONTRIBUTION


 


Section 4.01 Indemnification by the Company.
The Company agrees to indemnify, to the extent permitted by law, each Investor of Registrable Securities, its officers and directors and
each person who controls such Investor (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to the Company by such Investor expressly for use therein. The Company
shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the
Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Investor.


 


Section 4.02 Indemnification by Investors.
In connection with any Registration Statement in which an Investor of Registrable Securities is participating, such Investor shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Investor expressly for use therein;
provided, however, that the obligation to indemnify shall be several, not joint and several, among such Investors of Registrable
Securities, and the liability of each such Investor of Registrable Securities shall be in proportion to and limited to the net proceeds
received by such Investor from the sale of Registrable Securities pursuant to such Registration Statement. The Investors of Registrable
Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 






    


     


    

 


Section 4.03 Indemnification Procedures.
Any person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right
to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry
of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so
paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.


 


Section 4.04 Effect of Investigation. The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and each Investor holding Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Investor’s
indemnification is unavailable for any reason.


 


Section 4.05 Contribution. If the indemnification
provided under Section 4.01 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party
in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying
the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action; provided, however, that the liability of any Investor under this Section
4.05 shall be limited to the amount of the net proceeds received by such Investor in such offering giving rise to such liability.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in Section 4.01, Section 4.02 and Section 4.03 above, any legal or other fees, charges
or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 4.05 were determined by pro rata allocation or by any other
method of allocation, which does not take account of the equitable considerations referred to in this Section 4.05. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant
to this Section 4.05 from any person who was not guilty of such fraudulent misrepresentation.


 


ARTICLE
V MISCELLANEOUS


 


Section 5.01 Notices. Any notice or
communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to
be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service
providing evidence of delivery, or (c) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,
sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the
case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is
delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the
addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 188 Grand
Street, Unit #195, New York, NY 10013, and, if to any Investor, at such Investor’s address or contact information as set forth
in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written
notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice
as provided in this Section 5.01.


 






    


     


    

 


Section 5.02 Assignment; No Third Party Beneficiaries.


 


(a) This Agreement and the rights, duties and obligations
of the Company hereunder may not be assigned or delegated by the Company in whole or in part.


 


(b) Prior to the expiration of the Founder Shares
Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Investor may assign or delegate such Investor’s rights,
duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such
Investor to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth
in this Agreement. After the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may
be, the Investor may assign or delegate such Investor’s rights, duties or obligations under this Agreement, in whole or in part,
to any transferee.


 


(c) This Agreement and the provisions hereof shall
be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Investors, which
shall include Permitted Transferees.


 


(d) This Agreement shall not confer any rights or
benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.02 hereof.


 


(e) No assignment by any party hereto of such party’s
rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received
(i) written notice of such assignment as provided in Section 5.01 hereof and (ii) the written agreement of the assignee, in a form
reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum
or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.02 shall
be null and void.


 


Section 5.03 Counterparts. This Agreement
may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all
of which together shall constitute the same instrument, but only one of which need be produced.


 


Section 5.04 Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (A) THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND
TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (B) THE VENUE FOR
ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


Section 5.05 Amendments and Modifications.
Upon the written consent of the Company and the Investors of at least a majority in interest of the Registrable Securities at the time
in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such
provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any
amendment hereto or waiver hereof that adversely affects one Investor, solely in its capacity as a holder of the shares of the Company,
in a manner that is materially different from the other Investors (in such capacity) shall require the consent of the Investor so affected.
No course of dealing between any Investor or the Company and any other party hereto or any failure or delay on the part of a Investor
or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Investor
or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 






    


     


    

 


Section 5.06 Other Registration Rights. The
Company represents and warrants that no person, other than an Investor of Registrable Securities, has any right to require the Company
to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company
for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that
this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a
conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


Section 5.07 Term. This Agreement shall terminate
upon the earlier of (a) the tenth anniversary of the date of this Agreement or (b) the date as of which (i) all of the Registrable Securities
have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of
the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (ii) the Investors of
all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities
Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.05 and ARTICLE IV
shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 






    


     


    

 


IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	POWERUP ACQUISITION CORP.
	 	a Cayman Islands exempted company
	 	By:	 /s/ Jack Tretton
	 	 	Name:	Jack Tretton
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	INVESTORS:
	 	POWERUP SPONSOR LLC
	 	A Delaware limited liability company
	 	By:	 /s/ Gabriel Schillinger
	 	 	Name:	Gabriel Schillinger
	 	 	Title:	Managing Member
	 	 	 	 



 


[Signature Page to Registration Rights Agreement]