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EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of PowerUp Acquisition Corp. dated as of February 23, 2022 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: February 28, 2022

LINDEN CAPITAL L.P.
By: Linden GP LLC, its general partner
		By:	/S/Saul Ahn
			Saul Ahn,
			Authorized Signatory
LINDEN GP LLC
By:	/S/Saul Ahn
	Saul Ahn,
	Authorized Signatory
LINDEN ADVISORS LP
By:	/S/ Saul Ahn
	Saul Ahn,
	General Counsel
SIU MIN WONG
By:	/S/ Saul Ahn
	Saul Ahn, Attorney-in-Fact for Siu Min Wong**

** Duly authorized under Siu Min Wong’s Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.