Material Agreement Form 8 K

Item 1.01. Entry Into a Material Definitive Agreement.

On December 1, 2023, SRIRAMA Associates, LLC ("Sponsor") loaned Visiox Pharmaceuticals, Inc. ("Visiox") $2,000,000 via a convertible promissory note for the benefit of PowerUp Acquisition Corp. (the "Company") (the "Visiox Promissory Note"). As previously disclosed, on December 26, 2023, Visiox, Sponsor and other parties entered into a business combination agreement (the "Visiox BCA"), which provided, among other things, the payment of a $2,000,000 fee to Sponsor upon the successful closing of the business combination between the Company and Visiox as consideration for the significant risk taken by Sponsor in loaning the $2,000,000 to Visiox via the Visiox Promissory Note (the "Original Promissory Note Fee"). On July 22, 2024, the Company terminated the Visiox BCA, which terminated Sponsor's right to the Original Promissory Note Fee.

On October 2, 2024, the Company entered into a Promissory Note Fee Agreement with Sponsor(the "Promissory Note Fee Agreement"). Pursuant to the Promissory Note Fee Agreement, the Company and Sponsor agreed that Sponsor took a significant risk on behalf of the Company by entering into the Visiox Promissory Note in exchange for payment of the Original Promissory Note Fee, and that Sponsor should be compensated for that risk despite the termination of the right to receive the Original Promissory Note Fee as a result of the termination of the Visiox BCA. As consideration for the foregoing, the Company agreed to pay Sponsor a modified promissory note fee of $1,000,000 (the "Modified Promissory Note Fee") upon the successful closing of a business combination between the Company and Aspire Biopharma, Inc., a Puerto Rico corporation.

All terms used in this Item 1.01 and not defined herein shall have the meanings set forth in the Promissory Note Fee Agreement. The foregoing summary of the Promissory Note Fee Agreement does not purport to be complete and is qualified in its entirety by reference to the Promissory Note Fee Agreement, a copy of which is filed as Exhibit 2.1 and incorporated by reference herein.