On July 14, 2023, PowerUp Acquisition Entered Into A Purchase Agreement With Srirama Associates And Powerup Sponsor; Under Agreement, Srirama Associates Will Purchase 4,317,500 Class A Ordinary Shares And 6,834,333 Private Placement Warrants From Sponsor

On July 14, 2023, PowerUp Acquisition Corp. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with SRIRAMA Associates, LLC, a Delaware limited liability company (the "Acquirer") and PowerUp Sponsor LLC ( the "Sponsor"), pursuant to which the Acquirer will purchase from the Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated February 22, 2022, by and among the Company, its officers, directors and the Sponsor, and the Underwriting Agreement, dated February 17, 2022, by and between SPAC and Citigroup Global Markets Inc., as representative of the several underwriters (the "Underwriting Agreement")), for an aggregate purchase price of $1.00 (the "Purchase Price") payable at the time of the initial business combination.