Exhibit 10.11


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made as of October 9, 2020, by and between Empower Ltd., a Cayman Islands exempted company (the “Company”),
and Graham Clempson (“Indemnitee”).


 


WHEREAS, highly competent persons have become more
reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of such companies and corporations;


 


WHEREAS, the Board of Directors of the Company (the
“Board”) has determined that, in order to attract and retain qualified individuals, the Company will
attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its
subsidiaries from certain liabilities. The amended and restated memorandum and articles of association of the Company (the “Articles”)
provide for the indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification
pursuant to applicable Cayman Islands law. The Articles provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons
with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS, the uncertainties relating to such insurance
and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined that the increased
difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders and
that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law and the Articles so that they will serve or continue to serve the Company
free from undue concern that they will not be so protected against liabilities;


 


WHEREAS, this Agreement is a supplement to and in
furtherance of the Articles of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee may not be willing to serve
as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee
is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that
he or she be so indemnified.


 


NOW, THEREFORE, in consideration of the premises
and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 6, 2020, the Company
and Indemnitee do hereby covenant and agree as follows:


 


	1.	SERVICES TO THE COMPANY


 


In consideration of the Company’s covenants and obligations
hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of
the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his
or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and
effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company,
as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s
service to the Company beyond any period otherwise required by applicable law and the Articles or by other agreements or commitments
of the parties, if any.


 






     


     


    

 


	2.	DEFINITIONS


 


As used in this Agreement:


 


(a) References to “agent” shall mean any
person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by
the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor,
fiduciary or other official of another company, corporation, partnership, limited liability company, joint venture, trust or other
enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.


 


(b) The terms “Beneficial Owner” and
“Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange
Act as in effect on the date hereof.


 


(c) “Delaware Court” shall mean the
Court of Chancery of the State of Delaware.


 


(d) A “Change in Control” shall be
deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:


 


(i) Acquisition of Shares by Third Party.
Other than an affiliate of Empower Sponsor Holdings LLC (the “Sponsor”), any Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined
voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless
(1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction
in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such
acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute a Change in Control under
part (iii) of this definition;


 


(ii) Change in Board of Directors. Individuals
who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by
the Company’s shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors
on the date hereof or whose election or nomination for election was previously so approved (collectively, the “Continuing
Directors”), cease for any reason to constitute at least a majority of the members of the Board;


 


(iii) Corporate Transactions. The effective
date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving
the Company and one or more businesses (a “Business Combination”), in each case, unless, following such
Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities
entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally
in the election of directors resulting from such Business Combination (including, without limitation, a company or corporation
which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly
or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business
Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor,
no Person (excluding any company or corporation resulting from such Business Combination) is the Beneficial Owner, directly or
indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election
of directors of the surviving company or corporation except to the extent that such ownership existed prior to the Business Combination;
and (3) at least a majority of the board of directors of the company or corporation resulting from such Business Combination were
Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business
Combination;


 


(iv) Liquidation. The approval by the shareholders
of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by
the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables
or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition
in one transaction or a series of related transactions); or


 






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(v) Other Events. There occurs any other
event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response
to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject
to such reporting requirement.


 


(e) “Corporate Status” describes the
status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or
agent of the Company or of any other Enterprise which such person is or was serving at the request of the Company.


 


(f) “Disinterested Director” shall
mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by
Indemnitee.


 


(g) “Enterprise” shall mean the Company
and any other company or corporation, constituent company or corporation (including any constituent of a constituent) absorbed
in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request
of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.


 


(h) “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


(i) “Expenses” shall include all direct
and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’
fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax
transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or
otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she
is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with
any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating
to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in
settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(j) References to “fines” shall include
any excise tax assessed on Indemnitee with respect to any employee benefit plan.


 


(k) References to “serving at the request of the
Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes
duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in
the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted
in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


(l) “Independent Counsel” shall mean
a law firm or a member of a law firm with significant experience in matters of corporate law and that neither presently is, nor
in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 






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(m) The term “Person” shall have the
meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person”
shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the Company or of a
Subsidiary of the Company or of any company or corporation owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a company or corporation owned
directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of
the Company.


 


(n) The term “Proceeding” shall include
any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative
or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee
is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action
(or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or
she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary,
employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense
is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.


 


(o) The term “Subsidiary,” with respect
to any Person, shall mean any company or corporation, limited liability company, partnership, joint venture, trust or other entity
of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by
that Person.


 


(p) The phrase “to the fullest extent permitted
by applicable law and the Articles” shall include, but not be limited to: (a) to the fullest extent authorized or
permitted by the provision of applicable Cayman Islands law that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of applicable Cayman Islands law, and (b) to the fullest extent
authorized or permitted by any amendments to or replacements of applicable Cayman Islands law adopted after the date of this Agreement
that increase the extent to which a company or corporation may indemnify its officers and directors.


 


	3.	INDEMNITY IN THIRD-PARTY PROCEEDINGS


 


To the fullest extent permitted by applicable law and the Articles,
the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other
than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate
Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments,
liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably
incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company
and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided, in
no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of his or
her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed actual fraud or intentional misconduct
for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.


 






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	4.	INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY


 


To the fullest extent permitted by applicable law and the Articles,
the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or
in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this
Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred
by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification,
hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which
Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to
the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification, to be held harmless or to exoneration.


 


	5.	INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL


 


Notwithstanding any other provisions of this Agreement, but
subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or
a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter
therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify,
hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law
and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him
or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly
successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify,
hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related
to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


	6.	INDEMNIFICATION FOR EXPENSES OF A WITNESS


 


Notwithstanding any other provision of this Agreement, but subject
to Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable
law and the Articles, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him
or her or on his or her behalf in connection therewith.


 


	7.	ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS


 


Notwithstanding any limitation in Sections 3, 4 or 5, but subject
to Section 27, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding
by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such
Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection
with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account
of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders
or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.


 


	8.	CONTRIBUTION IN THE EVENT OF JOINT LIABILITY


 


(a) To the fullest extent permissible under applicable law and
the Articles, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to
Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating
Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines,
penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee
to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time
against Indemnitee.


 






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(b) The Company shall not enter into any settlement of any Proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides
for a full and final release of all claims asserted against Indemnitee.


 


(c) The Company hereby agrees to fully indemnify, hold harmless
and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company
other than Indemnitee who may be jointly liable with Indemnitee. Indemnitee shall seek payments or advances from the Company only
to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.


 


	9.	EXCLUSIONS


 


Notwithstanding any provision in this Agreement, but subject
to Section 27, the Company shall not be obligated under this Agreement to make any indemnification, advance Expenses, hold harmless
or exoneration payment in connection with any claim made against Indemnitee:


 


(a) for which payment has actually been received by or on behalf
of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond
the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;


 


(b) for an accounting of profits made from the purchase and
sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act
(or any successor rule) or similar provisions of state statutory law or common law; or


 


(c) except as otherwise provided in Sections 14(f) and (g) hereof,
prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees
or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or
(ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers
vested in the Company under applicable law and the Articles.


 


	10.	ADVANCES OF EXPENSES; DEFENSE OF CLAIM


 


(a) Notwithstanding any provision of this Agreement to the contrary,
but subject to Section 27, and to the fullest extent not prohibited by applicable law and the Articles, the Company shall pay the
Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection
with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances
from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by applicable
law and the Articles, be unsecured and interest free. Advances shall, to the fullest extent permitted by applicable law and the
Articles, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate
entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include
any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred
preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable
law and the Articles, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the
Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is
ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
applicable law and the Articles or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee
was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.


 






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(b) The Company will be entitled to participate in the Proceeding
at its own expense.


 


(c) The Company shall not settle any action, claim or Proceeding
(in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s
prior written consent. 


 


	11.	PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION


 


(a) Indemnitee agrees to notify promptly the Company in writing
upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding,
claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of
Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement, or otherwise.


 


(b) Indemnitee may deliver to the Company a written application
to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from
time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application
for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a)
of this Agreement.


 


	12.	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION


 


(a) A determination, if required by applicable law and the Articles,
with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods,
which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested
Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee, or (iv) by vote of the shareholders by ordinary resolution. The Company promptly will advise Indemnitee in writing
with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason
or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person,
persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing
to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs
or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in
this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection
be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel
so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written
notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent
Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either
event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have
been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel.
If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel
unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section
11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition
the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court,
and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).


 






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(c) The Company agrees to pay the reasonable fees and expenses
of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


	13.	PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS


 


(a) In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b)
of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including
by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant
to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct.


 


(b) If the person, persons or entity empowered or selected under
Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination
within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall, to the fullest extent permitted by applicable law and the Articles, be deemed to have been made and Indemnitee shall be
entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or
(ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law and the Articles;
provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days,
if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires
such additional time for the obtaining or evaluating of documentation and/or information relating thereto.


 


(c) The termination of any Proceeding or of any claim, issue
or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that his or her conduct was unlawful.


 


(d) For purposes of any determination of good faith, Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any
director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent
certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board
or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed
to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable
standard of conduct set forth in this Agreement.


 






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(e) The knowledge and/or actions, or failure to act, of any
other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be
imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


	14.	REMEDIES OF INDEMNITEE


 


(a) In the event that (i) a determination is made pursuant to
Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses,
to the fullest extent permitted by applicable law and the Articles, is not timely made pursuant to Section 10 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within
thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant
to Sections 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of
a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement,
(vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration
rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days after receipt by the
Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of
the American Arbitration Association. Except as set forth herein, the Commercial Arbitration Rules and Mediation Procedures of
the American Arbitration Association shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right
to seek any such adjudication or award in arbitration.


 


(b) In the event that a determination shall have been made pursuant
to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced
pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee
shall not be prejudiced by reason of that adverse determination.


 


(c) In any judicial proceeding or arbitration commenced pursuant
to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advancement
of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified,
held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce
into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee
commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company
for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed).


 


(d) If a determination shall have been made pursuant to Section
12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law and the Articles.


 


(e) The Company shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by
all the provisions of this Agreement.


 






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(f) The Company shall indemnify and hold harmless Indemnitee
to the fullest extent permitted by applicable law and the Articles against all Expenses and, if requested by Indemnitee, shall
(within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted
by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought
by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification,
hold harmless, exoneration, advancement or contribution agreement or provision of the Articles now or hereafter in effect; or (ii)
for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome
and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement,
contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee
in good faith).


 


(g) Interest shall be paid by the Company to Indemnitee at the
legal rate under New York law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged
to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification,
to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such
payment is made to Indemnitee by the Company.


 


	15.	SECURITY


 


Notwithstanding anything herein to the contrary, but subject
to Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time
provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded
trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written
consent of Indemnitee.


 


	16.	NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS


 


(a) The rights of Indemnitee as provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law and the Articles,
the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal
of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of
any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein
arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in applicable law and the Articles, whether by statute or judicial decision,
permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently
under the Articles or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically
be deemed to be amended to require that the Company indemnifies the Indemnitee to the fullest extent permitted by applicable law
and the Articles. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other
right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 


(b) The Articles permit the Company to purchase and maintain
insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter
of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability
asserted against him or her or incurred by or on behalf of him or in such capacity as a director, officer, employee or agent of
the Company, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her
against such liability under the provisions of this Agreement and the Articles. The purchase, establishment, and maintenance of
any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee
under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee
shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any
such Indemnification Arrangement.


 






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(c) To the extent that the Company maintains an insurance policy
or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,
employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee
shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available
for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or
policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant
(as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give
prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policies.


 


(d) In the event of any payment under this Agreement, the Company,
to the fullest extent permitted by applicable law and the Articles, shall be subrogated to the extent of such payment to all of
the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment
by the Company shall be deemed to relieve any insurer of its obligations.


 


(e) The Company’s obligation to indemnify, hold harmless,
exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer,
trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such
Enterprise. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 27, (i) Indemnitee shall
have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement,
contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction
and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this
Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


(f) Notwithstanding anything contained herein, the Company is
the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates or members or any other
Person is secondary.


 


	17.	DURATION OF AGREEMENT


 


All agreements and obligations of the Company contained herein
shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee,
partner, manager, managing member, fiduciary, employee or agent of any other company or corporation, partnership, joint venture,
trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter
so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced
by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting
in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided
under this Agreement.


 


	18.	SEVERABILITY


 


If any provision or provisions of this Agreement shall be held
to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable
law and the Articles; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and the Articles and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.


 






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	19.	ENFORCEMENT AND BINDING EFFECT


 


(a) The Company expressly confirms and agrees that it has entered
into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer
or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director,
officer or key employee of the Company.


 


(b) Without limiting any of the rights of Indemnitee under the
Articles of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied,
between the parties hereto with respect to the subject matter hereof.


 


(c) The indemnification, hold harmless, exoneration and advancement
of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto
and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to
be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member,
fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee
and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d) The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession
had taken place.


 


(e) The Company and Indemnitee agree herein that a monetary
remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree
that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest
extent permitted by applicable law and the Articles, enforce this Agreement by seeking, among other things, injunctive relief and/or
specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive
relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or
she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by applicable
law and the Articles, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary
injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The
Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent
jurisdiction, and the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted
by applicable law and the Articles.


 


	20.	MODIFICATION AND WAIVER


 


No supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


	21.	NOTICES


 


All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the
party to whom said notice or other communication shall have been directed, or (ii) if mailed by certified or registered mail with
postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


(a) If to Indemnitee, at the address indicated on the signature
page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.


 






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(b) If to the Company, to:


 


Empower Ltd. 


c/o MidOcean Partners


245 Park Avenue, 38th Floor


New York, NY 10167


 


with a copy, which shall not constitute notice, to:


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Stuart Neuhauser, Esq.


 


or to any other address as may have been furnished to Indemnitee
in writing by the Company.


 


	22.	APPLICABLE LAW AND CONSENT TO JURISDICTION


 


This Agreement and the legal relations among the parties shall
be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict
of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the
fullest extent permitted by applicable law and the Articles, the Company and Indemnitee hereby irrevocably and unconditionally:
(a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware
Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent
to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection
with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and
(d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted
by applicable law and the Articles, the parties hereby agree that the mailing of process and other papers in connection with any
such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by applicable law and
the Articles, shall be valid and sufficient service thereof.


 


	23.	IDENTICAL COUNTERPARTS


 


This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence
of this Agreement.


 


	24.	MISCELLANEOUS


 


The headings of the paragraphs of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


	25.	PERIOD OF LIMITATIONS


 


No legal action shall be brought and no cause of action shall
be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action
of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year
period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter
period shall govern.


 






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	26.	ADDITIONAL ACTS


 


If for the validation of any of the provisions in this Agreement
any act, resolution, approval or other procedure is required to the fullest extent permitted by applicable law and the Articles,
the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will
enable the Company to fulfill its obligations under this Agreement.


 


	27.	WAIVER OF CLAIMS TO TRUST ACCOUNT


 


Notwithstanding anything contained herein to the contrary, Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”)
in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit
of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result
of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason
whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied
by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii)
the Company consummates a Business Combination.


 


	28.	MAINTENANCE OF INSURANCE


 


The Company shall use commercially reasonable efforts to obtain
and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement,
one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage
for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under
this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies,
the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as
are accorded to the most favorably insured of the Company’s directors and officers.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties hereto have caused this Indemnity
Agreement to be signed as of the day and year first above written.


 


	 	EMPOWER LTD.
	 	 	 
	 	By:	/s/ Matthew Rubel
	 	 	Name: Matthew Rubel
	 	 	Title: Chairman and CEO


 


	 	 
	 	INDEMNITEE
	 	 
	 	/s/ Graham Clempson
	 	Name: Graham Clempson
	 	Address:


 


 


 


[Signature Page
to Indemnity Agreement]