Exhibit 10.2 


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-261941 (the “Registration Statement”) and prospectus (the
 “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one Class A ordinary share of the Company, of par value $0.0001 per share (the “Ordinary Shares”),
and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public
offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the
U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named therein;
and


 


WHEREAS, as described in the
Prospectus, $256,250,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $294,687,500, if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $8,750,000, (or $10,812,500 if the overallotment option is exercised in full) is attributable
to deferred underwriting discounts and commissions that will be payable by the Company to the Representative upon and concurrently with
the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants
of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust
for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States
at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company, it being understood that the Trustee has no obligation to monitor or question the Company’s determination
that an investment is in compliance with the foregoing clause; the Company shall not instruct the Trustee to invest in any other securities
or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
written instructions hereunder and the Trustee may earn bank credits or other consideration;


 


(d) Collect and receive, when
due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;





 






     


     


    

 


(e) Promptly notify the Company
and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information
or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax
returns relating to assets held in the Trust Account;


 


(g) Participate in any plan
or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to
do so;


 


(h) Render to the Company monthly
written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of
the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Secretary or Chairman of the board
of directors of the Company (the “Board”) or other authorized officers of the Company, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay
its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination
Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) 24 months after the closing of the
Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended
and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in
which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000
of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record
as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially
similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter
by the date specified in clause (y) of this Section 1(i) the Trustee shall keep the Trust Account open until twelve (12) months following
the date the Property has been distributed to the Public Shareholders.


 


(j) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw
from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any
tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount
shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward
such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the
Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by
the Company in writing to make such distribution, so long as there is no reduction in the principal amount initially deposited in the
Trust Account. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled
to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee
shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders
properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
and articles of association to modify the substance or timing of the ability of Public Shareholders to seek redemption in connection with
an initial Business Combination or the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company has not
consummated an initial Business Combination within such time as is described in Section 1(i) of the Agreement. The written request of
the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee
shall have no responsibility to look beyond said request; and





 


(l) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 






     


     


    

 


2. Agreements and Covenants
of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions to
the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it,
in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4
hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and
disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way
arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property,
except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt
by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to
as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 


(c) Pay the Trustee the fees
set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee
which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be
used to pay such fees unless and until the closing of the Business Combination (defined below). The Company shall pay the Trustee the
initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company
the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company
shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A
and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote
of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee
an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding
such Business Combination;


 


(e) Provide the Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed
between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with
a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts
directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company
or any other person;


 


(g) Instruct the Trustee to
make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement; and


 


(h) Within five (5) business
days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment expires, provide
the Trustee with a notice in writing of the total amount of the Deferred Discount.





 






     


     


    

 


3. Limitations of Liability.
The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations, perform
duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly
set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, and in
no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred
as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written
investment instruction;


 


(c) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so
and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by
the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper
party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy of the
information contained in the Registration Statement;


 


(h) Provide any assurance that
any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file
tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust
Account, regardless of whether such tax is payable by the Trust Account or the Company, except pursuant to Section 1(j) hereof;
or


 


(k) Verify calculations, qualify
or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k)hereof.


 


4. Trust Account Waiver.
The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any
monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now
or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under
Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside
the Trust Account and not against the Property or any monies in the Trust Account.


 






     


     


    

 


5. Termination. This
Agreement shall terminate as follows:


 


(a) If the Trustee gives written
notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the
Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event
that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the Trustee
has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust
Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access
to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon
all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating
to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the funds.


 


(b) This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i),
1(j), 1(k) and 1(l) hereof (which sections may not be modified, amended or deleted without the affirmative vote of
sixty five percent (65%) of the then issued and outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share,
of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who has otherwise
indicated his election to redeem his Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability
to any party for executing the proposed amendment in reliance thereon.


 


(d) The parties hereto consent
to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving
any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT
TO TRIAL BY JURY.


 


(e) Any notice, consent or
request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:


 






     


     


    

 


if to the Trustee, to:


 





American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attention: Relationship Management


Email: admin12@astfinancial.com


 


if to the Company, to:


 


PowerUp Acquisition Corp.


188 Grand Street


#195


New York, NY 10013


Attention: Jack Tretton, Chief Executive Officer


Email: jack@powerupacq.com


 


in each case, with copies to:


 


McDermott Will & Emery LLP


One Vanderbilt Avenue


New York, NY 10017


Attention: Ari Edelman. Esq.


Email: aedelman@mwe.com


 


and


 


Citigroup Global Markets Inc.


390 Greenwich St.


New York, New York, 10013


Attn: General Counsel


 


and


 


Proskauer Rose LLP


Eleven Times Square


New York, NY 10036


Attn: Steven R. Burwell, Esq.


Email: sburwell@proskauer.com


 


(f) Each of the Company and
the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g) This Agreement is the joint
product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(h) This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid
and sufficient delivery thereof.


 


(i) Each of the Company and
the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters are third party beneficiaries of this
Agreement.


 





(j) Except as specified herein,
no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]





 






     


     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS TRUSTEE
	 	 	 	 
	 	By:	 /s/ Barbara J. Robbins
	 	 	Name:	 Barbara J. Robbins
	 	 	Title:	 Sr, Vice President
	 	 	 	 
	 	POWERUP ACQUISITION CORP.
	 	 	 	 
	 	By:	 /s/ Jack Tretton
	 	 	Name:	 Jack Tretton
	 	 	Title:	 Chief Executive Officer



 









     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer	 	$	[    ]	 
	 	 	 	 	 	 	 
	Trustee administration fee	 	Payable annually, first year fee payable, at initial closing of Offering by wire transfer; thereafter by wire transfer or check	 	$	[    ]	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	[    ]	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i), (j) and (k)	 	Billed to Company upon delivery of service pursuant to Section 1(i), (j) and (k)	 	 	Prevailing rates	 


 





 






     


     


    

 


EXHIBIT A


[Letterhead of Company]


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attention: [____]


 


Re: Trust Account
No. Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between PowerUp Acquisition Corp. (the “Company”) and American Stock
Transfer & Trust Company, LLC (the “Trustee”), dated as of February 17, 2022 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with (the “Target Business”) to consummate
a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company
shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is
acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution,
the Company will not earn any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has
been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company
and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public
shareholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representative from the Trust
Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the
Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you
will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	 	PowerUp Acquisition Corp.
	 	 	 	 	 	 
	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	AGREED TO AND ACKNOWLEDGED BY	 	 
	 	 	 
	Citigroup Global Markets Inc.	 	 
	 	 	 	 	 
	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 	 


 









     


     


    

 


EXHIBIT B


[Letterhead of Company]


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attention: [____]


 


Re: Trust Account
No. Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between PowerUp Acquisition Corp. (the “Company”) and American Stock
Transfer & Trust Company, LLC (the “Trustee”), dated as of February 17, 2022 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in Section 1(i) of the Trust Agreement. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into the trust checking account at a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Shareholders. The Company has selected [ ] as the effective date for the purpose of determining when the Public Shareholders will be entitled
to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying
Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any
payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	PowerUp Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	cc:	Citigroup Global Markets Inc.


 









     


     


    

 


EXHIBIT C


[Letterhead of Company]


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attention: [____]


 


Re: Trust Account No. Withdrawal
Instruction


 


Gentlemen:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between PowerUp Acquisition Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of February 17, 2022 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $ [ ] of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	PowerUp Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	cc:	Citigroup Global Markets Inc.


 









     


     


    

 


EXHIBIT D


[Letterhead of Company]


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attention: [____]


 


Re: Trust Account No. Shareholder
Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between PowerUp Acquisition Corp. (the “Company”) and American Stock
Transfer & Trust Company, LLC (the “Trustee”), dated as of February 17, 2022 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[ ] of the principal and interest income
earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the
Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The Company needs such funds
to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance
or timing of the Company’s obligation to redeem 100% of public Ordinary Shares if the Company has not consummated an initial Business
Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you are hereby directed and authorized to
transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours,
	 	 
	 	PowerUp Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	cc:	Citigroup Global Markets Inc.