Exhibit 10.4


 


Final Form


 


SUBSCRIPTION AGREEMENT


 


[Investor Address]


 


Ladies and Gentlemen:


 


In connection with
the proposed business combination (the “Transaction”) between Empower
Ltd., a Cayman Islands exempted company (the “Company”), and Holley Intermediate Holdings, Inc. (“Holley”),
a Delaware corporation and wholly owned subsidiary of Holley Parent Holdings, LLC (“Holley Parent”), pursuant
to a business combination agreement (the “Transaction Agreement”) to
be entered into among Holley, the Company, Empower Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the
Company (“Merger Sub I”), and Empower Merger Sub II, LLC, a Delaware limited liability company and wholly owned
subsidiary of the Company (“Merger Sub II”), whereby, among other things, (a) Merger Sub I will merge with
and into Holley (the “First Merger”), with Holley as the surviving company in the First Merger and (b) immediately
following the First Merger, Holley will merge with and into Merger Sub II, with Merger Sub II as the surviving company.  In
connection with the Transaction, the Company is seeking commitments from interested investors to purchase in a private placement,
following the Domestication (as defined below) and prior to the closing of the Transaction, shares of Class A ordinary shares,
par value $0.0001 per share, as such shares will exist as common stock following the Domestication (the “Shares”),
of the Company, for a purchase price of $10.00 per share. The aggregate purchase price to be paid by the undersigned (the
“Investor”) for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the
“Subscription Amount.” In connection with the transaction contemplated hereby, certain other “accredited
investors” (as defined in rule 501 under the Securities Act of 1933, as amended (the “Securities Act”))
and “qualified institutional buyers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”)), have entered into separate subscription agreements with the Company (the “Other
Subscription Agreements”; the investors party to the Other Subscription Agreements, the “Other Investors”),
pursuant to which such investors have, together with the undersigned pursuant to this Subscription Agreement, agreed to purchase
an aggregate of 24,000,000 Shares for a purchase price of $10.00 per share. Capitalized terms used but not otherwise defined herein
shall have the meaning ascribed to them in the Transaction Agreement.


 


Prior
to the closing of the Transaction (and as more fully described in the Transaction Agreement), the Company will domesticate as a
Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and Part
XII of the Cayman Islands Companies Law (2020 Revision) (the “Domestication”).



 


In connection therewith,
and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions,
set forth herein, and intending to be legally bound hereby, the Investor and the Company agree as follows:


 


1. Subscription.
On the terms and subject to the conditions hereof, the Investor hereby subscribes for and agrees to purchase from the Company,
and the Company agrees to issue and sell to Investor, such number of Shares as is set forth on the signature page of this Subscription
Agreement on the terms provided for herein. The Investor acknowledges and agrees that,
as a result of the Domestication, the Shares that will be issued pursuant hereto shall be shares of common stock in a Delaware
corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). Notwithstanding
the foregoing or anything to the contrary in Section 9 below, in the event that the Closing Date (as defined below) shall
not have occurred by the Agreement End Date (as defined in the Transaction Agreement) this Subscription Agreement shall be void
and of no further effect and any monies paid by the Investor to the Company in connection herewith shall immediately be returned
to the Investor (but not later than one (1) business day thereafter).


 






     


     


    

 


2. Closing.
The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on the date of, and is
contingent upon the substantially concurrent consummation of, the Transaction. Upon (i) satisfaction or waiver of the conditions
set forth in Section 3 below and (ii) delivery of written notice from (or on behalf of) the Company to the Investor (the
“Closing Notice”), that the Company reasonably expects the closing of the Transaction to occur on a specified
date that is not less than four (4) business days after the date on which the Closing Notice is delivered to the Investor (the
“Closing Date”), the Investor shall deliver to the Company, [two (2) business days prior to the expected Closing
Date,][on the Closing Date] the Subscription Amount by wire transfer of United States dollars in immediately available funds
to the account(s) specified by the Company in the Closing Notice[, to be held in escrow until the Closing][(which account shall
not be an escrow account)].1 On the Closing Date, the Company shall issue the Shares to the Investor and cause the
Shares to be registered in book entry form, free and clear of any liens (other than those arising under this Subscription Agreement
or any applicable securities laws) in the name of the Investor (or its nominee in accordance with its delivery instructions) or
to a custodian designated by the Investor, as applicable, on the Company’s share register, the Company shall cause to be
delivered to the Investor evidence from the Company’s transfer agent evidencing the issuance to the Investor of such Shares
(in book entry form) on and as of the Closing Date, and the Subscription Amount shall be released from escrow automatically and
without further action by the Company or the Investor. For purposes of this Subscription Agreement, “business day”
shall mean any day other than (a) any Saturday or Sunday or (b) any other day on which banks located in New York, New York are
required or authorized by applicable law to be closed for business.


 


If the Transaction
does not occur within five (5) business days following the Closing Date specified in the Closing Notice, the Company shall promptly
(but not later than one (1)  business day thereafter) return the Subscription Amount to the undersigned by wire transfer of
U.S. dollars in immediately available funds to the account specified by the undersigned and any book-entries for the Shares shall
be deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section
9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligations to
purchase the Shares at the Closing in the event the Company delivers a subsequent Closing Notice in accordance with this Section
2.


 


3. Closing
Conditions.


 


a. The obligation
of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the
following conditions:


 


(i) no
applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or
regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the
transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated
hereby;


 


(ii) no
suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, and no suspension or removal
from listing of the Company’s Class A ordinary shares on the New York Stock Exchange shall have occurred; and


 


(iii) all
conditions precedent to the closing of the Transaction set forth in Sections 9.1 and 9.2 of the Transaction Agreement, including
all necessary approvals of the Company’s shareholders and all regulatory approvals set forth therein, shall have been satisfied
(as determined by the parties to the Transaction Agreement) or waived (other than those conditions which, by their nature, are
to be satisfied at the closing of the Transaction).


 


b. The obligation
of the Company to consummate the purchase and sale of the Shares at the Closing pursuant to this Subscription Agreement shall be
subject to the satisfaction or valid waiver by the Company of the additional conditions that:


 


(i) all
representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects
(other than representations and warranties that are qualified as to materiality, which representations and warranties shall be
true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation
by the Investor of each of the representations, warranties, covenants and agreements of the Investor contained in this Subscription
Agreement as of the Closing Date; and


 





 






		1	Note to Form: Italicized language to be used for mutual
fund investors.



 






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(ii) the
Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.


 


c. The obligation
of the Investor to consummate the purchase and sale of the Shares at the Closing pursuant to this Subscription Agreement shall
be subject to the satisfaction or valid waiver by the Investor of the additional conditions that:


 


(i) all
representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined
below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation
of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties, covenants and agreements
of the Company contained in this Subscription Agreement as of the Closing Date;


 


(ii) The
Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;


 


(iii) The
NYSE shall have conditionally authorized, subject to official notice of issuance, the listing of the Shares to be acquired hereunder;
and


 


(iv) No
amendment or modification of the Transaction Agreement (as the same exists on the date hereof) shall have occurred that would reasonably
be expected to materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under
this Subscription Agreement without having received the Investor’s prior written consent (not to be unreasonably withheld,
conditioned or delayed).


 


4. Further
Assurances. At the Closing, the Company and the Investor shall execute and deliver such additional documents and take such
additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as
contemplated by this Subscription Agreement.


 


5. Company
Representations and Warranties. The Company represents and warrants to the Investor that:


 


a. The Company has
been duly formed as a Cayman Islands exempted company and is validly existing and
in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties
and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription
Agreement. As of the Closing Date, following the Domestication, the Company will be duly incorporated, validly existing as a corporation
and in good standing under the laws of the State of Delaware.


 


b. As of the Closing
Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance
with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have
been issued in violation of or subject to any preemptive or similar rights created under the Company’s certificate of incorporation
(as amended to the Closing Date) or under the General Corporation Law of the State of Delaware.


 


c. This Subscription
Agreement has been duly authorized, validly executed and delivered by the Company and, assuming that this Subscription Agreement
constitutes the valid and binding agreement of the Investor, this Subscription Agreement constitutes a valid and binding agreement
of the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected
by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights
of creditors generally, or (ii) principles of equity, whether considered at law or equity.


 






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d. The issuance
and sale of the Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation
of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property
or assets of the Company or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement,
lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject that would reasonably be
expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity, or results
of operations of the Company or materially affect the validity of the Shares or the legal authority of the Company to enter into
and perform its obligations under this Subscription Agreement (a “Material Adverse Effect”); (ii) result in
any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute
or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over the Company or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect
the validity of the Shares or the legal authority of the Company to comply in all material respects with this Subscription Agreement.


 


e. Assuming the
accuracy of the representations and warranties of the Investor set forth herein, the Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state,
local or other governmental authority, self-regulatory organization or other person in connection with the issuance of the Shares
pursuant to this Subscription Agreement, other than (i) filings with the U.S. Securities and Exchange Commission (the “SEC”),
(ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 14 of this
Subscription Agreement; (iv) any consent required by the rules of the NYSE, including with respect to obtaining approval of the
Company’s stockholders, (v) consents, waivers, authorizations, orders, notices or filings, required to consummate the
Transaction as provided under the Transaction Agreement and (vi) consents, waivers, authorizations, orders, notices or filings,
the failure of which to obtain or make, would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


f. The Company is
not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within the meaning
of the Investment Company Act of 1940, as amended.


 


g. As of their respective
dates, all reports (the “SEC Reports”) required to be filed by the Company with the SEC complied in all material
respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects
the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC Report is available
to the Investor via the SEC’s EDGAR system. There are no outstanding or unresolved comments in comment letters received by
the Company from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.


 


h. The Company is
in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Material Adverse
Effect. The Company has not received any written communication from a governmental authority that alleges that the Company is not
in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


i. As of the date
hereof, the issued and outstanding Shares are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading
on the NYSE under the symbol “EMPW” (it being understood that the trading symbol will be changed in connection with
the Transaction). Except as disclosed in the SEC Reports, as of the date hereof, there is no suit, action, proceeding or investigation
pending or, to the knowledge of the Company, threatened against the Company by NYSE or the SEC, respectively, to prohibit or terminate
the listing of the Company’s Shares on NYSE or to deregister the Shares under the Exchange Act. The Company has taken no
action that is designed to terminate the registration of the Shares under the Exchange Act.


 






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j. Assuming the
accuracy of the Investor’s representations and warranties set forth in Section 6 of this Subscription Agreement,
no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor.


 


k. Neither the Company
nor any person acting on its behalf has offered or sold the Shares by any form of general solicitation or general advertising in
violation of the Securities Act.


 


l. The Company is
not under any obligation to pay any broker’s fee or commission in connection with the sale of the Shares to the Investor
other than to the Placement Agents (as defined below).


 


m. As of the date
hereof, the authorized capital stock of the Company is (i) 500,000,000 Class A ordinary shares (“Class A Shares”),
25,000,000 of which are issued and outstanding as of the date of this Subscription Agreement and as of the Closing, (ii) 50,000,000
Class B ordinary shares (“Class B Shares”), 6,250,000 of which are issued and outstanding as of the date of
this Subscription Agreement and as of the Closing, and (iii) 5,000,000 preferred shares of par value $0.0001 each, of which no
shares are issued and outstanding as of the date of this Subscription Agreement and as of the Closing. As of the date hereof (i)
4,666,667 warrants to purchase 4,666,667 Class A Shares (the “Private Placement Warrants”) are outstanding,
and (ii) 8,333,333 warrants to purchase 8,333,333 Class A Shares (the “Public Warrants”) are outstanding.
All (A) issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and
are non-assessable and are not subject to preemptive rights, and (B) outstanding Private Placement Warrants and Public Warrants
are validly issued, are fully paid, and are legally binding obligations of the Company enforceable against the Company in accordance
with their terms (except (i) as may be limited by bankruptcy, insolvency, reorganization or similar laws’ affecting
creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under
federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be
brought) and are not subject to preemptive rights. Except as set forth in the Company’s organizational documents, there are
no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Shares or any capital stock
of the Company.


 


n. Other than the
Transaction Agreement and the Company’s Forward Purchase Agreement, no Other Subscription Agreement or other similar agreement
includes terms and conditions that are materially more advantageous to any investor party thereto than the Investor hereunder,
other than terms particular to the regulatory requirements of such investor or its affiliates or related funds that are mutual
funds or are otherwise subject to regulations related to the timing of funding and the issuance of securities thereunder, and such
Other Subscription Agreements and such other agreements have not been amended or modified in any material respect following the
date of this Subscription Agreement.


 


o. Except for such
matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect,
as of the date hereof, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending,
or, to the knowledge of the Company, threatened against the Company or (ii) judgment, decree, injunction, ruling or order of any
governmental entity or arbitrator outstanding against the Company.


 


6. Investor
Representations and Warranties. The Investor represents and warrants to the Company that:


 


a. The Investor
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), a “qualified purchaser”
(as defined in Section 2(a)(51) of the Investment Company Act), or an institutional “accredited investor” (within the
meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule
A, and an “Institutional Account” as defined in FINRA Rule 4512(c) (ii) is acquiring the Shares only for his, her
or its own account and not for the account of others, or if the Investor is subscribing for the Shares as a fiduciary or agent
for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full
power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account
and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation
of the Securities Act (and shall provide the requested information on Schedule A). The Investor is not an entity formed
for the specific purpose of acquiring the Shares.


 






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b. The Investor
acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Shares have not been registered under the Securities Act. The Investor acknowledges and agrees
that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration
statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers
and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to
another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in
accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates
or book entry positions representing the Shares shall contain a restrictive legend to such effect; as a result the Investor may
not be able to readily offer, resell, pledge or otherwise dispose of the Shares and may be required to bear the financial risk
of an investment in the Shares for an indefinite period of time. The Investor acknowledges and agrees that the Shares will not
immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act. The Investor acknowledges and agrees
that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.


 


c. The Investor
acknowledges and agrees that the Investor is purchasing the Shares from the Company. The Investor further acknowledges that there
have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Holley
or their respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners,
agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those
representations, warranties, covenants and agreements included in this Subscription Agreement.


 


d. The Investor’s
acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of
the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended,
or any applicable similar law.


 


e. The Investor
acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment
decision with respect to the Shares, including, with respect to the Company, the Transaction and the business of Holley and its
subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed the Company’s
filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s),
if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and
such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the
Shares.


 


f. The Investor
became aware of this offering of the Shares solely by means of direct contact between the Investor and the Company, Holley or a
representative of the Company or Holley or by means of contact from J.P. Morgan Securities LLC or Jefferies LLC or any of their
respective affiliates (collectively, the “Placement Agents”), and the
Shares were offered to the Investor solely by direct contact between the Investor and the Company, Holley or a representative of
the Company or Holley or by contact between the Investor and the Placement Agents. The Investor did not become aware of this offering
of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were
not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public
offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges
that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation
(including, without limitation, the Company, Holley, the Placement Agents or any of their respective affiliates or any of their
respective control persons, officers, directors, employees or representatives), other than the representations and warranties of
the Company contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the
Company. The Investor further acknowledges that the Placement Agents have not made, do not make and shall not be deemed to make
any express or implied representation or warranty with respect to the Company, Holley, this offering or the Transaction.


 






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g. The Investor
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including
those set forth in the Company’s filings with the SEC. The Investor has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting,
legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made
its own assessment and has satisfied itself concerning relevant tax or other economic considerations relative to its purchase of
the Shares. The Investor will not look to the Placement Agents for all or part of any such
loss or losses the Investor may suffer, is able to sustain a complete loss on its investment in the Shares.


 


h. Alone, or together
with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Shares
and determined that the Shares are a suitable investment for the Investor and that the Investor is able at this time and in the
foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges
specifically that a possibility of total loss exists.


 


i. In making its
decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the Investor. Without limiting
the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of
the Placement Agents or any of their affiliates or any of their control persons, officers, directors, employees , partners, agents
or representatives of any of the foregoing concerning the Company, Holley, the Transaction, the Transaction Agreement, the Subscription
Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares.


 


j. The Investor
acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or
made any findings or determination as to the fairness of this investment.


 


k. The Investor,
if not an individual, has been duly formed or incorporated and is validly existing and in good standing under the laws of its jurisdiction
of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription
Agreement.


 


l. The execution,
delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized
and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or
other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party
or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s
organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership
or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the
Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual the signatory
has been duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the valid and binding
obligation of the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable
against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or
(ii) principles of equity, whether considered at law or equity.


 


m. The Investor
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S.
Treasury Department’s Office of Foreign Assets Control (“OFAC”)
or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC
List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or
controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established,
located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality
thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject
to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations,
31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited
Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by
applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution
subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and
its implementing regulations (collectively, the “BSA/PATRIOT Act”),
the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT
Act. To the extent required, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered
sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List.
To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the
funds held by the Investor and used to purchase the Shares were legally derived and were
not obtained, directly or indirectly, from a Prohibited Investor.


 






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n. No disclosure
or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Shares.


 


o. The Placement
Agents and each of their controlling persons, directors, officers, employees, partners, agents and representatives of any of the
foregoing have made no independent investigation with respect to the Company or its subsidiaries or the Shares or the accuracy,
completeness or adequacy of any information supplied to the Investor by the Company, its subsidiaries, or any of their officers,
directors, partners, agents, partners, agents, or representatives.


 


p. In connection
with the issue and purchase of the Shares, the Placement Agents have not acted as the Investor’s financial advisor or fiduciary.
The Investor acknowledges that the Placement Agents: (i) have not provided the Investor with any information or advice with respect
to the Shares, (ii) have not made or make any representation, express or implied as to the Company, Holley, Holley’s credit
quality, the Shares or the Investor’s purchase of the Shares, (iii) have not acted as the Investor’s financial advisor
or fiduciary in connection with the issue and purchase of Shares, (iv) may have acquired, or during the term of the Shares may
acquire, non-public information with respect to Holley or Holley Parent, which, subject to the requirements of applicable law,
the Investor agrees need not be provided to it.


 


q. The
Investor has or has commitments to have, and, when required to deliver payment to the Company pursuant to Section 2 above,
will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares when required pursuant
to this Subscription Agreement. The Investor acknowledges that it has not relied on the Placement Agents in connection with its
determination as to the legality of its acquisition of the Shares or as to the other matters referred to herein and the Investor
has not relied on any investigation that the Placement Agents, any of their affiliates or any person acting on their behalf have
conducted with respect to the Shares, the Company or Holley.  The Investor further acknowledges that it has not relied on
any information contained in any research reports prepared by the Placement Agents or any of their affiliates.


 


r. The
Investor acknowledges and agrees that it is not an underwriter within the meaning of Section 2(a)(11) of the Securities Act. 


 






    8


     


    

 


7. Registration
Rights.


 


a. The Company agrees
that, as soon as reasonably practicable (but in any case no later than thirty (30) calendar days after the consummation of the
Transaction), it will file with the SEC (at its sole cost and expense) a registration statement (the “Registration
Statement”) registering the resale of the Shares acquired by the Investor pursuant to this Subscription Agreement,
and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable
after the filing thereof, but no later than the earlier of (i) sixty (60) calendar
days after the consummation of the Transaction (or, in the event the SEC reviews and has written comments to the Registration
Statement, the ninetieth (90th) calendar day following the consummation of the Transaction) and
(ii) the tenth (10th) business day after the date the Company is notified
(orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will
not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”); provided,
that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness
Deadline shall be extended to the next business day on which the SEC is open for business. The Company agrees to cause such Registration
Statement, or another shelf registration statement that includes the Shares to be sold pursuant to this Subscription Agreement,
to remain effective until the earliest of (i) the third anniversary of the Closing, (ii) the date on which the Investor ceases
to hold any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor can sell all
of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities
Act within 90 days without volume or manner of sale limitations and without the requirement for the Company to be in compliance
with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable). The Investor agrees to disclose
its ownership to the Company upon request to assist it in making the determination described above. The Company may amend the Registration
Statement so as to convert the Registration Statement into a Registration Statement on Form S-3 at such time as the Company becomes
eligible to use such Form S-3. The Investor agrees that the Company may suspend the use of any such registration statement if it
determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto
would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report
under the Exchange Act; provided, however, that the Company may not suspend the Registration statement on more than two (2) occasions
or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month
period. Investor may deliver written notice (an “Opt-Out Notice”) to the Company requesting that Investor not
receive notices from the Company regarding the suspension of the Registration Statement; provided, however, that Investor may later
revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Investor (unless subsequently revoked),
(i) the Company shall not deliver any such notices to Investor and Investor shall no longer be entitled to the rights associated
with any such notice and (ii) each time prior to Investor’s intended use of an effective Registration Statement, Investor
will notify the Company in writing at least two (2) business days in advance of such intended use, and if a notice of a suspension
was previously delivered (or would have been delivered but for the provisions of this Section and the related suspension period
remains in effect, the Company will so notify the Investor, within one (1) business day after Investor’s notification to
the Company, by delivering to Investor a copy of such previous notice of suspension, and thereafter will provide Investor with
the related notice of the conclusion of such suspension promptly following its availability.


 


b. The Company’s
obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale
in the Registration Statement are contingent upon the Investor furnishing in writing to the Company such information regarding
the Investor, the securities of the Company held by the Investor and the intended method of disposition of such Shares as shall
be reasonably requested by the Company to effect the registration of such Shares, and shall execute such documents in connection
with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations;
provided that Investor shall not in connection with the foregoing be required by the Company to execute any lock-up or similar
agreement or otherwise be subject to any contractual restriction with the Company on the ability to transfer the Shares. The Company
will use its commercially reasonable efforts to provide a draft of the Registration Statement to Investor at least five (5) business
days in advance of filing the Registration Statement with the SEC. In no event shall the Investor be identified as a statutory
underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Investor be
identified as a statutory underwriter in the Registration Statement, the Investor will have the option, in its sole and absolute
discretion, to either (1) have an opportunity to withdraw from the Registration Statement, in which case the Company’s obligation
to register the Shares will be deemed satisfied, or (2) be included as such in the Registration Statement.


 






    9


     


    

 


c. At its expense
the Company shall (i) advise the Investor within five (5) business days (1) of the issuance by the SEC of any stop order suspending
the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; and (2) of the receipt
by the Company of any notification with respect to the suspension of the qualification of the Shares included therein for sale
in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company shall not, when so advising
the Investor of such events, provide the Investor with any material nonpublic information regarding the Company other than to the
extent that providing notice to the Investor of the occurrence of the events listed in clauses (1) and (2) above constitutes material,
nonpublic information regarding the Company.


 


d. The Company agrees
to indemnify and hold harmless, to the extent permitted by law, the Investor, its directors, and officers, employees, and agents,
and each person who controls the Investor (within the meaning of the Securities Act or the Exchange Act) and each affiliate of
the Investor (within the meaning of Rule 405 under the Securities Act) from and against any and all losses, claims, damages, liabilities
and expenses (including, without limitation, any attorneys’ fees and expenses incurred in connection with defending or investigating
any such action or claim) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by or on behalf of
the Investor expressly for use therein.


 


e. The Investor
agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements, to indemnify and hold harmless
the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’
fees) resulting from any untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information
or affidavit so furnished by or on behalf of the Investor expressly for use therein. In no event shall the liability of the Investor
be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Shares purchased
pursuant to this Subscription Agreement giving rise to such indemnification obligation.


 


f. Any person entitled
to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which
it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without the indemnifying
party’s consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party
and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified
party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment
of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation.


 


g. The indemnification
provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such indemnified
party and shall survive the transfer of the Shares purchased pursuant to this Subscription Agreement.


 






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h. If the indemnification
provided under this Section 7 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu
of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that in no event shall
the liability of the Investor be greater than the dollar amount of the net proceeds received by the Investor upon the sale of the
Shares purchased pursuant to this Subscription Agreement, giving rise to such indemnification obligation. The relative fault of
the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was
made by, or relates to information supplied by or on behalf of, such indemnifying party or indemnified party, and the indemnifying
party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent
such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed
to include, subject to the limitations set forth above, any legal or other fees, charges or expenses reasonably incurred by such
party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7 from any
person who was not guilty of such fraudulent misrepresentation.


 


i. With a view to
making available to the Investor the benefits of Rule 144 that may, at such times as Rule 144 is available to shareholders of the
Company, permit the Investors to sell securities of the Company to the public without registration, the Company agrees to for so
long as the Shares are held by the Investor: (i) make and keep public information available, as those terms are understood and
defined in Rule 144; and (ii) file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports
and other documents is required for the applicable provisions of Rule 144.


 


j. Any restrictive
legend included on the Shares shall be removed and the Company shall issue a certificate without such legend to the Investor or
issue to such Investor a book entry statement without such legend notated thereon, no later than the earlier of the second day
(i) following the date on which the Registration Statement is declared effective, or (ii) following the date on which
the sale, assignment or transfer of the Shares may be made without registration under the applicable requirements of the Securities
Act. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance. To the
extent required by the transfer agent, the Company shall use commercially reasonable efforts to cause its legal counsel to deliver
a customary opinion within two business days of the delivery of all reasonably necessary representations and other documentation
from the Investor as reasonably requested by the Company, its counsel or the transfer agent by the Investor to the transfer agent
to the effect that the removal of the restrictive legend in such circumstances may be effected under the Securities Act.


 


8. Additional
Investor Agreement. The Investor hereby agrees that, from the date
of this Subscription Agreement, none of the Investor, its controlled affiliates, or any person or entity acting on behalf of the
Investor or any of its controlled affiliates or pursuant to any understanding with Investor or any of its controlled affiliates
will engage in any Short Sales with respect to securities of the Company prior to the Closing. For purposes of this Section
8, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary
course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis). Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common
management with the Investor that have no knowledge of this Subscription Agreement or of the Investor’s participation in
the Transaction (including the Investor’s controlled affiliates and/or affiliates) from entering into any Short Sales and
(ii) in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Investor’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio
managers managing other portions of such Investor’s assets, this Section 8 shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to purchase the Subscription Amount covered by this
Subscription Agreement.


 


9. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of
the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier
to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual
written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) October 11, 202, if the Closing
has not occurred on or prior to such date, or (d) if any of the conditions to Closing set forth in Section 3 of this Subscription
Agreement are not satisfied or waived, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof,
the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing; provided that
nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each
party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful
breach. The Company shall notify the Investor of the termination of the Transaction Agreement promptly after the termination of
such agreement.


 






    11


     


    

 


10. Trust Account
Waiver. The Investor acknowledges that the Company is a blank check company with the powers and privileges to effect a merger,
asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The
Investor further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated
September 18, 2020 (the “IPO Prospectus”) available at www.sec.gov,
substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and
private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust
Account”) for the benefit of the Company, its public shareholders and the underwriter of the Company’s initial
public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company
to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the IPO Prospectus.
For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby
acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or
may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account
as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section
10 shall (a) serve to limit or prohibit the Investor’s right to pursue a claim against the Company for legal relief against
assets held outside the Trust Account, for specific performance or other equitable relief, (b) serve to limit or prohibit any claims
that the Investor may have in the future against the Company’s assets or funds that are not held in the Trust Account (including
any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds),
or (c) be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue
of its record or beneficial ownership of Class A ordinary shares of the Company, pursuant to a validly exercised redemption right
with respect to any such Class A ordinary shares, except to the extent that the Investor has otherwise agreed with the Company
to not exercise such redemption right.


 


11. Miscellaneous.


 


a. Neither this
Subscription Agreement nor any rights that may accrue to any party hereunder (other than the Shares acquired hereunder, if any)
may be transferred or assigned by a party without the prior written consent of the other party hereto; provided that (i) this Subscription
Agreement and any of the Investor’s rights and obligations hereunder may be assigned to any fund or account managed by the
same investment manager as the Investor or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager
without the prior consent of the Company and (ii) the Investor’s rights under Section 7 may be assigned to an assignee
or transferee of the Shares; provided further that prior to such assignment any such assignee shall agree in writing to be bound
by the terms hereof. Notwithstanding the foregoing, no assignment pursuant to clause (i) of this Section 11 shall relieve
the Investor of its obligations hereunder.


 


b. The Company may
request from the Investor such additional information as the Company may deem necessary to register the resale of the Shares and
evaluate the eligibility of the Investor to acquire the Shares, and the Investor shall reasonably promptly provide such information
as may reasonably be requested, to the extent readily available and to the extent consistent with its internal policies and procedures;
provided, that, the Company agrees to keep any such information provided by the Investor confidential other than as necessary to
include in any registration statement the Company is required to file hereunder, in which case the Company shall provide prior
written notice to Investor of such disclosure. The Investor acknowledges and agrees that if it does not provide the Company with
such requested information, the Company may not be able to register the Shares acquired by the Investor pursuant to this Subscription
Agreement for resale pursuant to Section 7 hereof. The Investor hereby agrees that its identity and the Subscription Agreement,
as well as the nature of the Investor’s obligations hereunder, may be disclosed in any public announcement or disclosure
required by the SEC and in any registration statement, proxy statement, consent solicitation statement or any other SEC filing
to be filed by the Company in connection with the issuance of Shares contemplated by this Subscription Agreement and/or the Transaction.


 


c. The Investor
acknowledges that the Company, and the Placement Agents will rely on the acknowledgments, understandings, agreements, representations
and warranties contained in this Subscription Agreement. Prior to the Closing, the Investor agrees to promptly notify the Company
and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties set forth in
Section 6 above are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements,
representations and warranties qualified by materiality, in which case the Investor shall notify the Company and the Placement
Agents if they are no longer accurate in all respects). The Investor agrees that each purchase by the Investor of Shares from the
Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein
(as modified by any such notice) by the Investor as of the time of such purchase. Prior to the Closing, each party hereto agrees
to promptly notify the other party hereto if any of the acknowledgments, understandings, agreements, representations and warranties
made by such party as set forth herein are no longer accurate in all material respects. Investor further acknowledges and agrees
that the Placement Agents may rely on and are third-party beneficiaries of the representations and warranties of Investor contained
in Section 6.


 






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d. The Company and
the Investor are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby.


 


e. All of the agreements,
representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


f. This Subscription
Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 9 above) except by an instrument
in writing, signed by each of the parties hereto. No failure or delay of either party in exercising any right or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise
of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights
or remedies that they would otherwise have hereunder. .


 


g. This Subscription
Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as
set forth in Section 11(c) and the last sentence of Section 11(k) with respect to the persons specifically referenced
therein, and their right to enforce payment of the Subscription Amount in accordance with the terms and subject to the conditions
set forth in this Subscription Agreement, Section 11(g), and Section 6 and Section 12 with respect to the Placement
Agents, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and
their respective successor and assigns, and the parties hereto acknowledge that the Placement Agents are third party beneficiaries
of this Subscription Agreement with right of enforcement for the purposes of, and to the extent of, the rights granted to them,
if any, pursuant to the applicable provisions.


 


h. Except as otherwise
provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns.


 


i. If any provision
of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected
or impaired thereby and shall continue in full force and effect.


 


j. This Subscription
Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties
in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed
and delivered shall be construed together and shall constitute one and the same agreement.


 


k. The parties hereto
agree that irreparable damage may occur in the event that any of the provisions of this Subscription Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled
to seek an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking
and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition
to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge
and agree that Holley and Holley Parent shall be entitled to seek to specifically enforce the Investor’s obligations to fund
the Subscription Amount in accordance with the terms and subject to the conditions set forth in this Subscription Agreement.


 






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l. Any notice or
communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight
mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given
and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent
by email, or (iii) three business days after the date of mailing to the address below or to such other address or addresses as
such person may hereafter designate by notice given hereunder:


 


(i) if to
Investor, to such address(es) or email address(es) set forth herein;


 


(ii) if
to, prior to the Closing, the Company, to:


 


Empower Ltd.

245 Park Avenue, 38th Floor

New York, NY 10167


		Attention:	Matthew Rubel



Graham Clempson


Andrew Spring


		Email:	mrubel@midoceanpartners.com



gclempson@midoceanpartners.com


aspring@midoceanpartners.com


 


with a required
copy to (which copy shall not constitute notice):


 


Gibson, Dunn
& Crutcher LLP


200 Park Ave,
New York, NY 10166


New York, New
York 1


		Attention:	George Stamas



Andrew Herman


Evan D’Amico


		Email:	gstamas@gibsondunn.com



aherman@gibsondunn.com


edamico@gibsondunn.com


 


m. The Investor
shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


n. THE PARTIES HERETO
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND
THE SUPREME COURT OF THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION
AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY,
AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF
OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE
IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE
ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING
SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT
JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER
PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN THIS SECTION 11(m) OF THIS SUBSCRIPTION
AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 






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EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING
WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11(n).


 


12. Non-Reliance
and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person, firm or corporation (including, without limitation, the Placement
Agents, any of their respective affiliates or any of its or their control persons, officers, directors, employees, partners,
agents, and any representatives of any of the foregoing), other than the statements, representations and warranties of the Company
expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in the Company.
The Investor agrees that none of (i) any other investor pursuant to this Subscription Agreement or any Other Subscription Agreement
related to the private placement of the Shares (including the respective controlling persons, officers, directors, partners, agents,
partners, agents, and any representatives of any of the foregoing), (ii) the Placement Agents,
their affiliates or any of its or their control persons, officers, directors or employees, or (iii) any other party to the
Transaction Agreement (for the avoidance of doubt, other than the Company), including any such party’s representatives, affiliates
or any of its or their control persons, officers, directors or employees, that is not a party hereto shall be liable to
the Investor, or to any other investor, pursuant to this Subscription Agreement or any Other Subscription Agreement related to
the private placement of the Shares for any action heretofore or hereafter taken or omitted
to be taken by any of them in connection with the purchase of the Shares.


 


13. Disclosure.
The Company shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription
Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements,
the Transaction and any other material, nonpublic information that the Company has provided to the Investor at any time prior to
the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the knowledge of the Company, the Investor
shall not be in possession of any material, non-public information received from the Company or any of its officers, directors,
or employees or agents, and the Investor shall no longer be subject to any confidentiality or similar obligations under any current
agreement, whether written or oral, with the Company or any of their respective affiliates, relating to the transactions contemplated
by this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall not
publicly disclose the name of the Investor or any of its affiliates or advisers, or include the name of the Investor or any of
its affiliates or advisers in any press release or in any filing with the SEC or any regulatory agency or trading market, without
the prior written consent of the Investor, except (i) as required by the federal securities law or pursuant to other routine proceedings
of regulatory authorities, (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory
agency or under the regulations of any national securities exchange on which the Company’s securities are listed for trading,
(iii) to the extent such announcements or other communications contain only information previously disclosed in a public statement,
press release or other communication previously approved in accordance with this Section 13 or (iv) as expressly contemplated
by the last sentence of Section 11(b) of this Subscription Agreement.


 






    15


     


    

 


14. Independent
Obligations. The obligations of Investor under this Subscription Agreement are several and not joint with the obligations of
any Other Investor under the Other Subscription Agreements, and Investor shall not be responsible in any way for the performance
of the obligations of any Other Investor under the Other Subscription Agreements. The decision of Investor to purchase Shares pursuant
to this Subscription Agreement has been made by Investor independently of any Other Investor and independently of any information,
materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations,
condition (financial or otherwise) or prospects of the Company or any of its subsidiaries which may have been made or given by
any Other Investor or by any agent or employee of any Other Investor, and neither Investor nor any of its agents or employees shall
have any liability to any Other Investor (or any other person) relating to or arising from any such information, materials, statements
or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Investor or any Other Investors
pursuant hereto or thereto, shall be deemed to constitute the Investor and Other Investors as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the Investor and Other Investors are in any way acting
in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the
Other Subscription Agreements. Investor acknowledges that no Other Investor has acted as agent for the Investor in connection with
making its investment hereunder and no Other Investor will be acting as agent of the Investor in connection with monitoring its
investment in the Shares or enforcing its rights under this Subscription Agreement. Investor shall be entitled to independently
protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall
not be necessary for any Other Investor or investor to be joined as an additional party in any proceeding for such purpose.


 


[SIGNATURE PAGES FOLLOW]


 




    16


     


    

 


IN WITNESS WHEREOF,
the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the
date set forth below.


 


	Name of Investor:	 	State/Country of Formation or Domicile:
	 	 	 	 
	By:	                               	 	 
	Name:	 	 	 
	Title:	 	 	 


 


	Name in which Shares are to be registered (if different):	 	Date: ________, 2021
	Investor’s EIN:	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	City, State, Zip:	 	City, State, Zip:


 


	Attn:  	 	 	Attn:  	 


 


	Telephone No.:	 	Telephone No.:
	Facsimile No.:

E-mail:	 	Facsimile No.:

E-mail:
	 	 	 
	Number of Shares subscribed for:	 	 
	 	 	 
	Aggregate Subscription Amount: $	 	Price Per Share: $10.00


 


You must pay the Subscription
Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the
Closing Notice. To the extent the offering is oversubscribed, the number of Shares received may be less than the number of Shares
subscribed for (such reduction, a “Cutback”). Any Cutback will be made pro rata based on the respective number
of Shares that all persons participating in the offering of Shares contemplated by this Subscription Agreement request to purchase.


 




    17


     


    

 


IN WITNESS WHEREOF,
Empower Ltd. has accepted this Subscription Agreement as of the date set forth below.


 


	 	EMPOWER LTD.
	 	 	 
	 	By:	                                 
	 	Name:  
	 	Title:  


 


Date:               ,
2021


 




    18


     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF INVESTOR


 


This Schedule must be
completed by Investor and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise
defined in this Schedule have the meanings given to them in the Subscription Agreement. Investor must check the applicable box
in either Part A or Part B below and the applicable box in Part
C below.


 


		A.	QUALIFIED
INSTITUTIONAL BUYER STATUS

 (Please check the applicable subparagraphs):



 


		☐	Investor
is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).



 


		☐	Investor
is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, and each owner of such accounts
is a QIB.



 


***
OR ***


 


		B.	INSTITUTIONAL
ACCREDITED INVESTOR STATUS

 (Please check the applicable subparagraphs):



 


Investor
is an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and has checked
below the box(es) for the applicable provision under which Investor qualifies as such:


 


		☐	Investor
is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts
or similar business trust, limited liability company or partnership not formed for the specific purpose of acquiring the securities
of the Issuer being offered in this offering, with total assets in excess of $5,000,000.






 


		☐	Investor
is a “private business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.



 


		☐	Investor
is a “bank” as defined in Section 3(a)(2) of the Securities Act.



 


		☐	Investor is a “savings and loan association”
or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.



 


		☐	Investor
is a broker or dealer registered pursuant to Section 15 of the Exchange Act.



 


		☐	Investor
is an “insurance company” as defined in Section 2(a)(13) of the Securities Act.



 


		☐	Investor
is an investment company registered under the Investment Company Act of 1940.



 




    Schedule A-1


     


    



 


		☐	Investor
                                         is a “business development company” as defined in Section 2(a)(48) of the
                                         Investment Company Act of 1940.



 


		☐	Investor
is a “Small Business Investment Company” licensed by the U.S. Small Business Administration under either Section 301(c)
or (d) of the Small Business Investment Act of 1958.



 


		☐	Investor
is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000.



 


		☐	Investor
is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of such act, which is one of the following.



 


		☐	A
bank;



 


		☐	A
savings and loan association;



 


		☐	A
insurance company; or



 


		☐	A
registered investment adviser.



 


		☐	Investor
is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 with total assets in excess
of $5,000,000.



 


		☐	Investor
is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 that is a self-directed
plan with investment decisions made solely by persons that are accredited investors.



 


		☐	Investor
is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered
by the Issuer in this offering, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under
the Securities Act.



 


		☐	Investor
is a natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds
$1,000,000. For the purposes of calculating joint net worth, joint net worth can be the aggregate net worth of the investor and
spouse or spousal equivalent; assets need not be held jointly to be included in the calculation.



 


		☐	Investor
is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with
that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation
of reaching the same income level in the current year.



 




    Schedule A-2


     


    


 


		☐	Investor
is a natural person holding in good standing one or more professional certifications or designations or credentials from an accredited
educational institution that the Commission has designated as qualifying an individual for accredited investor status.



 


		☐	Investor
is a natural person who is a “knowledgeable employee,” as defined in rule 3c5(a)(4) under the Investment Company Act
of 1940, of the Issuer of the securities being offered or sold where the Issuer would be an investment company, as defined in
section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act.



 


		☐	Investor
is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 that was not formed
for the specific purpose of acquiring the securities of the Issuer being offered in this offering, with total assets in excess
of $5,000,000 and whose prospective investment is directed by a person who has such knowledge and experience in financial and
business matters that such family office is capable of evaluating the merits and risks of the prospective investment.



 


***
AND ***


 


		C.	AFFILIATE
STATUS



(Please
check the applicable box) INVESTOR:


		☐	is:



 


		☐	is
not:



 


an
“affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of
the Issuer.


 


This page
should be completed by the Investor


and constitutes
a part of the Subscription Agreement.


 






    Schedule A-3