AGREEMENT AND PLAN OF MERGER by and among POWERUP ACQUISITION CORP., as the Purchaser, pOWERUP MERGER SUB Inc., as Merger Sub, SRIRAMA ASSOCIATES, LLC, as the Sponsor, RYAN BLEEKS, as the Seller Representative, and VISIOX PHARMACEUTICALS, INC., as the...Agreement and Plan of Merger • December 28th, 2023 • PowerUp Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 26, 2023 by and among (i) PowerUp Acquisition Corp., incorporated as a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) PowerUp Merger Sub 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”), (iv) Ryan Bleeks, 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) Visiox Pharmaceuticals, Inc., a Delaware 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, collectively, as the “Parties”.
