Aspire Biopharma Holdings, Inc. Sample Contracts
PowerUp Acquisition Corp. 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized t
INDEMNITY AGREEMENTIndemnity Agreement • February 14th, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT between POWERUP ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated , 2022Warrant Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 17, 2022, is by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
20% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE _________ 20261Convertible Security Agreement • February 21st, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS 20% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 20% Original Issue Discount Secured Convertible Debentures of ASPIRE BIOPHARMA HOLDINGS INC. (formerly known as Powerup Acquisition Corp.), a Delaware corporation (together with its successors and assigns, the “Company”), whose registered office is at 188 Grand Street, Unit #195, New York, NY 10013, designated as its 20% Original Issue Discount Senior Secured Convertible Debenture due _____2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • February 21st, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of February 19, 2025 (this “Agreement”), is among ASPIRE BIOPHARMA HOLDINGS INC., a Delaware corporation (together with its successors and assigns, the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 20% original issue discount senior secured convertible debentures (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
PowerUp Acquisition Corp. Unit #195 New York, NY 10013 Re: Initial Public Offering Gentlemen:Underwriting Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
INDEMNITY AGREEMENTIndemnification Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of February 17, 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB II, Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, StePHEN Quesenberry as the Seller Representative, and ASPIRE BIOPHARMA, INC.,...Merger Agreement • August 30th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 26, 2024 by and among (i) PowerUp Acquisition Corp., incorporated as a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) PowerUp Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”), (iii) SRIRAMA Associates, LLC, a Delaware limited liability company, (the “Sponsor” and the “Purchaser Representative”), (iv) Stephen Quesenberry, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”), and (v) Aspire Biopharma, Inc., a Puerto Rico corporation (the “Company”). The Purchaser, Merger Sub, the Sponsor, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collective
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • May 20th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [●], 2024 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 17, 2025, between ASPIRE BIOPHARMA HOLDINGS INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (each, a “Purchaser” and together, the “Purchasers”). Each of the Company and each Purchaser shall individually be referred to herein as a “Party” and, collectively, as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
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”).
PURCHASE AGREEMENTPurchase Agreement • February 20th, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of February 13, 2025, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and POWERUP ACQUISITION CORP, a Delaware corporation (the “Company”).
PowerUp Acquisition Corp.Securities Subscription Agreement • December 30th, 2021 • PowerUp Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 15, 2021 by and between PowerUp Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and PowerUp Acquisition Corp., an Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares (the “Shares”) of Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”) up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • Delaware
WHEREAS, pursuant to those certain Subscription Agreements each dated effective as of December 13, 2024, by and among the Company and the Holder (collectively, the “Subscription Agreements”), the Holder purchased the shares issued as additional consideration (the “Commitment Shares”) to be registered pursuant to the Securities Act along with all other Registerable Securities; and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 17, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and PowerUp Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 21st, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations • Florida
This letter (this “Agreement”) constitutes the agreement between Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Placement Agent”) (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed private offer and placement by the Company of its Securities (as defined Section 3 of this Agreement) in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act (the “Offering”). The Company and Dawson hereby mutually agree to the terms of the Offering and the Securities, and nothing in this Agreement may be construed to suggest that Dawson would have the pow
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2025, by and between ASPIRE BIOPHARMA HOLDINGS INC. (formerly known as Powerup Acquisition Corp.), a Delaware corporation (together with its successors and assigns, the “Company”), and those certain purchasers identified on the signature page hereto (together with it permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the Company and the Investors, dated as of February 19, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2026 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is entered into and made effective as of January 26, 2026, by and among Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2026 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is entered into and made effective as of February 6, 2026, by and among Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 21st, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2025 (the “Effective Date”), is entered into by and between, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and Ernest J. Scheidemann, Jr., an individual and resident of the State of Florida (the “Executive”). As used in this Agreement, Company and Executive are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2026 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 6, 2026 between Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser appearing on the signature page to the Purchase Agreement (as defined below) (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • May 22nd, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [●], 2024 by and among PowerUp Acquisition Corp. (“PWUP”), a Cayman Islands exempted company, SRIRAMA Associates, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, “Investor”).
AMENDMENT AGREEMENTAmendment Agreement • June 7th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations
This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“PowerUp”), PowerUp Merger Sub Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Ryan Bleeks (“Seller Representative”) and Visiox Pharmaceuticals, Inc. (“Visiox”) is dated and effective as of this 6th day of June 2024. Each of PowerUp, Merger Sub, Sponsor, Seller Representative and Visiox are a “Party,” and collectively, the “Parties.”
PROMISSORY NOTE FEE AGREEMENTPromissory Note Fee Agreement • October 4th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • Delaware
This PROMISSORY NOTE FEE AGREEMENT (this “Agreement”) is made and entered into effectively as of October 2, 2024 (the “Effective Date”), by and among SRIRAMA Associates, LLC, a Delaware limited liability company (“Sponsor”) and PowerUp Acquisition Corp., a Cayman Islands exempted company (“SPAC”) (each a “Party” and, collectively, the “Parties”).
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • October 10th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations
This Second Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (“Purchaser”), PowerUp Merger Sub II, Inc. (“Merger Sub”), Srirama Associates, LLC (“Sponsor”), Stephen Quesenberry (“Seller Representative”) and Aspire Biopharma, Inc. (“Company”) is dated and effective as of this 9th day of October 2024. Each of Purchaser, Merger Sub, Sponsor, Seller Representative and the Company are a “Party,” and collectively, the “Parties.”
Director Non-Compete AgreementDirector Non-Compete Agreement • February 21st, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
This Director Non-Compete Agreement (“Agreement”) is entered into by and between Aspire Biopharma Inc., a Puerto Rico corporation, with its principal place of business located at 194 Candelaro Drive, #233, Humacao, Puerto Rico 00791 (the “Employer” or “Company”), on behalf of itself, its current, past, and future, parents, subsidiaries, and other corporate affiliates, and its or their successors or assigns (collectively referred to herein as, the “Employer Group”), and [*] (the “Director”), residing at [*] (the Employer and the Director are collectively referred to as the “Parties”), as of February 7, 2025 (the “Effective Date”).
Amendment No. 1 to SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • January 26th, 2024 • PowerUp Acquisition Corp. • Blank checks
This Amendment No. 1 to Secured Convertible Promissory Note (this “Amendment”) is made as of January 18, 2024 (the “Effective Date”), by and between Visiox Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and SRIRAMA Associates, LLC, a Delaware limited liability company (“Investor”). Company and Investor are together referred to as the “Parties”, and are each a “Party”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note (as defined below).
ContractSecurity Agreement • December 26th, 2024 • PowerUp Acquisition Corp. • Pharmaceutical preparations • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
AMENDMENT AGREEMENTAmendment Agreement • February 21st, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations
This Amendment Agreement (the “Agreement”) by and between PowerUp Acquisition Corp. (the “Company”) and Blackstone Capital Advisors, Inc. (the “Subscriber”) is dated and effective as of this 17th day of February, 2025. Each of the Company and the Subscriber are a “Party,” and collectively, the “Parties.”
POWERUP ACQUISITION CORP.Administrative Services Agreement • February 23rd, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
This letter agreement by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and PowerUp Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of August 19, 2025, the Company and each Purchaser (the “Purchase Agreement”).
ContractSecurity Agreement • January 30th, 2026 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
POWERUP ACQUISITION CORP.Administrative Services Agreement • February 14th, 2022 • PowerUp Acquisition Corp. • Blank checks • New York
This letter agreement by and between PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), and PowerUp Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SETTLEMENT AGREEMENTSettlement Agreement • April 30th, 2025 • Aspire Biopharma Holdings, Inc. • Pharmaceutical preparations • New York
This settlement agreement (“Agreement”) is made as of this 24th day of April 2025, between and among Cobra Alternative Capital Strategies LLC (“Cobra”), Blackstone Capital Advisors, (“Blackstone”), and their affiliates (the “Lenders”), and Aspire Biopharma Holdings, Inc. (“Aspire”) (each of Cobra, Blackstone and Aspire may be referred to herein as a “Party” or “Settling Signatory,” and collectively as the “Parties” or “Settling Signatories”).