Exhibit 10.2


 


Execution Version


 


AMENDED AND RESTATED FORWARD PURCHASE
AGREEMENT


 


This Amended and Restated Forward Purchase
Agreement (this “Agreement”) is entered into as of March 11, 2021, by and among Empower Ltd., a Cayman Islands
exempted company (together with any successor thereto, the “Company”), and Empower Funding LLC and any other
purchaser as provided in Sections 4(e) and 8(f) of this Agreement (collectively, the “Purchaser” or “Purchasers”).


 


Recitals


 


WHEREAS, the parties hereto previously entered
into that certain Forward Purchase Agreement, dated as of October 6, 2020 (the “Original FPA”), and now desire
to amend and restate the Original FPA in its entirety in accordance with the terms and conditions set forth herein;


 


WHEREAS, the Company was incorporated for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses;


 


WHEREAS, the Company filed with the U.S.
Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (such registration statement,
as may be amended from time to time, including to reflect changes in terms, the “Registration Statement”) for
its initial public offering (“IPO”) of units (the “Units”) at a price of $10.00 per Unit,
each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Shares”),
and a fraction of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an
exercise price of $11.50 per share, subject to adjustment (the “Warrant(s)”);


 


WHEREAS, the Registration Statement was
declared effective on October 6, 2020;


 


WHEREAS, the Company consummated the IPO
of 25,000,000 Units on October 9, 2020;


 


WHEREAS, simultaneously with the closing
of the IPO, the Company consummated the sale of 4,666,667 Warrants in a private placement to Empower Sponsor Holdings LLC;


 


WHEREAS, the Company intends to consummate
the transaction (the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated
as of the date hereof, by and between the Company, Holley Intermediate Holdings, Inc., a Delaware corporation, (“Holley”),
Empower Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of the Company, and Empower Merger Sub II
LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company (the “Merger Agreement”);


 


WHEREAS, the parties hereto wish to enter
into this Agreement, pursuant to which immediately prior to the closing of the Business Combination (the “Business Combination
Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on a private placement basis, an aggregate
of 5,000,000 Units (the “Forward Purchase Securities”) with each Forward Purchase Security consisting of one
Class A Share (a “Forward Purchase Share”) and one-third of a Warrant (a “Forward Purchase Warrant”);
and


 






     


     


    

 


WHEREAS, the number of Forward Purchase
Warrants included in a Forward Purchase Security will be the same as the number of Warrants included in each Unit sold in the IPO.


 


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


Agreement


 


1. Sale and Purchase.


 


(a) Forward Purchase Securities.


 


(i) The Company shall issue and
sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Forward Purchase Securities set forth on
the Purchaser’s signature page to this Agreement next to the line item “Number of Forward Purchase Securities,”
for an aggregate purchase price of $10.00 multiplied by the number of Forward Purchase Securities issued and sold hereunder (the
“FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued.


 


(ii) Each Forward Purchase Warrant
will have the same terms as each Warrant sold as part of the Units in the IPO (“Public Warrants”) and will be
subject to the terms and conditions of the Warrant Agreement entered into between the Company and Continental Stock Transfer &
Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”). Each Forward Purchase
Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as
described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants
will become exercisable on the later of thirty (30) days after the Business Combination Closing and twelve (12) months from the
closing of the IPO, and will expire at 5:00 p.m., New York City time, five (5) years after the Business Combination Closing or
earlier upon redemption or the liquidation of the Company, as described in the Warrant Agreement.


 


(iii) The Company shall require
the Purchaser to purchase the Forward Purchase Securities pursuant to Section 1(a)(i) hereof by delivering notice (the “Company
Notice”) to the Purchaser, at least five (5) Business Days before the funding of the FPS Purchase Price to an account
specified by the Company, specifying the anticipated date of the Business Combination Closing, the aggregate purchase price for
the Forward Purchase Securities (the “FPS Purchase Price”) and instructions for wiring the FPS Purchase Price
to an account designated by the Company (the “FPS Purchase Price Account”). At least two (2) Business Days before
the anticipated date of the Business Combination Closing specified in the Company Notice, the Purchaser shall deliver the FPS Purchase
Price in cash via wire transfer to the FPS Purchase Price Account, to be held in escrow pending the Business Combination Closing.
If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price
to the FPS Purchase Price Account, the Company shall return to the Purchaser the FPS Purchase Price, provided that the return of
the FPS Purchase Price placed in escrow shall not terminate this Agreement or otherwise relieve either party of any of its obligations
hereunder and the Company may provide a subsequent Company Notice pursuant to this Section 1(a)(ii). For the purposes of this Agreement,
“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on
which banking institutions are generally authorized or required by law or regulation to close in the City of New York, State of
New York.


 






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(iv) The closing of the sale of
the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date and immediately prior to
the Business Combination Closing (such date being referred to as the “Closing Date”); provided, that at the
Purchaser’s request, the FPS Closing may occur up to seven (7) days prior the Business Combination Closing. At the FPS Closing,
the Company will issue to the Purchaser the number of Forward Purchase Securities each registered in the name of the respective
Purchaser.


 


(b) Delivery of Forward Purchase Securities.


 


(i) The Company shall register the
Purchaser as the owner of the number of Forward Purchase Securities with the Company’s transfer agent by book entry on or
promptly after (but in no event more than two (2) Business Days after) the FPS Closing Date.


 


(ii) If the Forward Purchase Securities
are not registered by the time of issuance, each book entry for the Forward Purchase Securities shall contain a notation, and each
certificate (if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially
the following form:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


(c) Legend Removal. If the Forward
Purchase Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current
public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the Purchaser provides
the Company with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution
contained in such registration statement and only if the Purchaser has not been informed that the prospectus in such registration
statement is not current or the registration statement is no longer effective), then at the Purchaser’s request, the Company
will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith, if required
by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained
with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that
authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided that, notwithstanding
the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably
believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable
law.


 






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(d) Registration Rights. The Purchaser
shall have registration rights as set forth on Exhibit A (the “Registration Rights”).


 


2. Representations and Warranties of
the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a) Restricted Securities. The Purchaser
understands that the offer and sale of the Forward Purchase Securities have not been registered under the Securities Act, by reason
of a specific exemption from the registration provisions of the Securities Act that depends upon, among other things, the bona
fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser
understands that the Forward Purchase Securities are “restricted securities” under applicable U.S. federal and state
securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they
are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities,
or any Class A Shares into which they may be converted into or exercised for, for resale, except pursuant to the Registration Rights.
The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase
Securities, and on requirements relating to the Company that are outside of the Purchaser’s control, and which the Company
is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Registration Statement filed in connection
with the Company’s IPO was declared effective by the SEC. The Purchaser understands that the offering to the Purchaser of
the Forward Purchase Securities is not, and was not intended to be, part of the IPO, and that the Purchaser will not be able to
rely on the protection of Section 11 of the Securities Act with respect to the Registration Statement and such Forward Purchase
Securities.


 


(b) No General Solicitation. Neither
the Purchaser, nor any of its officers, directors, employees, agents, shareholders or partners, has either directly or indirectly,
including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement
in connection with the offer and sale of the Forward Purchase Securities.


 


(c) No Other Representations and Warranties;
Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or
agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s
affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied
representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation
or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement
and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying
upon any other representations or warranties that may have been made by the Company.


 






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3. Representations and Warranties of
the Company. The Company represents and warrants to the Purchaser as follows:


 


(a) Incorporation and Corporate Power.
The Company is duly incorporated and validly existing and in good standing as an exempted company under the laws of the Cayman
Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to
be conducted. The Company has no subsidiaries.


 


(b) Capitalization. As of the date
of this Agreement, the authorized share capital of the Company consists of:


 


(i) 500,000,000 Class A Shares,
25,000,000 of which are issued and outstanding. All of the issued and outstanding Class A Shares have been duly authorized, are
fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.


 


(ii) 50,000,000 Class B ordinary
shares of the Company, par value $0.0001 per share (“Class B Share(s)”), 6,250,500 of which are issued and outstanding
.. All of the issued and outstanding Class B Shares have been duly authorized, are fully paid and nonassessable and were issued
in compliance with all applicable federal and state securities laws.


 


(iii) 5,000,000 preference shares,
none of which are issued and outstanding.


 


(c) Authorization. All corporate action
required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into
this Agreement, and to issue the Forward Purchase Securities at the FPS Closing, and the securities issuable upon conversion or
exercise of the Forward Purchase Securities, has been taken or will be taken prior to the FPS Closing. All action on the part of
the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance
of all obligations of the Company under this Agreement to be performed as of the FPS Closing and the issuance and delivery of the
Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities has been
taken or will be taken prior to the FPS Closing. This Agreement, when executed and delivered by the Company, shall constitute the
valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application
relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions
contained in the Registration Rights may be limited by applicable federal or state securities laws.


 






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(d) Valid Issuance of Forward Purchase
Securities. The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement and the Company’s amended and restated memorandum and articles of association (the “Charter”),
and the securities issuable upon conversion or exercise of the Forward Purchase Securities, when issued in accordance with the
terms of this Agreement, and registered in the register of members of the Company, will be validly issued as fully paid and nonassessable
and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions
on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and
liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in
this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance
with all applicable federal and state securities laws.


 


(e) Governmental Consents and Filings.
Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order
or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement,
except for applicable requirements of the Securities Act and applicable state securities laws.


 


(f) Compliance with Other Instruments.
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement
will not result in any violation or default (i) of any provisions of its Charter or other governing documents, (ii) of any instrument,
judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to
which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party
or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each
case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions
contemplated by this Agreement.


 


(g) Operations. As of the date hereof,
the Company has not conducted any operations other than organizational activities, activities in connection with offerings of its
securities, and activities in connection with the consummation of an initial business combination.


 


(h) Foreign Corrupt Practices. Neither
the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its
actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
payment to any foreign or domestic government official or employee.


 






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(i) Compliance with Anti-Money Laundering
Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but
not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and
the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.


 


(j) Absence of Litigation. There is
no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s
officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(k) No General Solicitation. Neither
the Company, nor any of its officers, directors, employees, agents or shareholders has either directly or indirectly, including,
through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the
offer and sale of the Forward Purchase Securities.


 


(l) No Other Representations and Warranties;
Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or
agreement delivered pursuant hereto, the Company has not made and does not make nor shall be deemed to make any other express or
implied representation or warranty with respect to the Company, this offering, the IPO or the Business Combination, and the Company
disclaims any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser
in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company specifically disclaims
that it is relying upon any other representations or warranties that may have been made by the Purchaser Parties.


 


(m) Unit Composition. The number of
Forward Purchase Warrants included in each Forward Purchase Security will be the same as the number of Warrants included in each
Unit sold in the IPO.


 


4. Additional Agreements and Acknowledgements
and Waivers of the Purchaser.


 


(a) Trust Account.


 


(i) The Purchaser hereby acknowledges
that it is aware that the Company established a trust account (the “Trust Account”) for the benefit of its public
shareholders upon the closing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title,
interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any
liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class
A Shares held by it.


 






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(ii) The Purchaser hereby agrees
that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to
any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may
have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class
A Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue
such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the
Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares held
by it.


 


(b) Redemption and Liquidation. The
Purchaser hereby waives, with respect to any Forward Purchase Securities held by it, any redemption rights it may have in connection
with the consummation of the Business Combination, including (i) any such rights available in the context of a shareholder vote
to approve such Business Combination and (ii) any shareholder vote to approve an amendment to the Charter (A) to modify the substance
or timing of the Company’s obligation to redeem 100% of the Company’s Class A Shares if the Company does not complete
the Business Combination within 24 months (or 27 months, as applicable) after the closing of the IPO or (B) with respect to any
other provisions relating to the rights of the Company’s Class A Shares, it being understood that the Purchaser shall be
entitled to redemption and liquidation rights with respect to any Class A Shares held by it.


 


(c) Voting. The Purchaser hereby agrees
that if the Company seeks shareholder approval of the Business Combination, then in connection with the Business Combination, the
Purchaser shall vote any Class A Shares owned by it in favor of the Business Combination. If the Purchaser fails to vote any Class
A Shares it is required to vote hereunder in favor of the Business Combination, the Purchaser hereby grants to the Company and
any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to
effect such vote on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.


 


(d) [Reserved]


 


(e) Transfer. This Agreement and all
of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase
Securities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of
Purchaser, but not to other third parties (each such transferee, a “Transferee”) provided that, in the case
of any such transfer, the Purchaser shall remain bound by its obligations with respect thereto in the event that the transferee
does not comply with its obligations to purchase the Forward Purchase Securities.. Upon any such assignment:


 






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(i) the applicable Transferee shall
execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder
Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the “Transferee
Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser
hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed
to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any
representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and
shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and


 


(ii) upon a Transferee’s execution
and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be reduced
by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement,
which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer
and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase
Securities” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Securities.
For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s
signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence
of any such transfer of Transferee Securities.


 


5. Additional Agreement of the Company.


 


(a) NYSE Listing. The Company will
use commercially reasonable efforts to effect and/or continue the listing of the Class A Shares and Warrants on the New York Stock
Exchange (or another national securities exchange).


 


(b) QEF Election Information. Until
the Business Combination Closing, Empower Sponsor Holdings LLC (the “Sponsor”) shall use commercially reasonable
efforts to determine whether, in any year, the Company or any subsidiary of the Company is deemed to be a “passive foreign
investment company” (a “PFIC”) within the meaning of U.S. Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder (collectively, the “Code”). Until the Business Combination Closing, if
the Sponsor determines that the Company or any subsidiary of the Company is a PFIC in any year, for the year of determination and
for each year thereafter during which the Purchaser holds an equity interest in the Company, including warrants, the Company or
its subsidiary shall use commercially reasonable efforts to (i) make available to the Purchaser the information that may be required
to make or maintain a “qualified electing fund” election under the Code with respect to the Company and (ii) furnish
the information required to be reported under Section 1298(f) of the Code and/or, upon request, necessary in order to make the
election described in Section 1291(d)(2)(B) of the Code.


 






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6. FPS Closing Conditions.


 


(a) The obligation of the Purchaser to purchase
the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the
FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the
Purchaser:


 


(i) the Business Combination shall
be consummated substantially concurrently with, and immediately following, the purchase of Forward Purchase Securities, except
as otherwise provided in Section 1(a)(iv) of this Agreement;


 


(ii) all conditions precedent to
the Business Combination Closing set forth in Sections 9.1 and 9.2 of the Merger Agreement shall have been satisfied (as determined
by the parties to the Merger Agreement) or waived (other than those conditions which, by their nature, are to be satisfied at the
Business Combination Closing);


 


(iii) the representations and warranties
of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true
and correct, in the case of the Company, as of the FPS Closing, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as
of a specified date, which shall be true and correct as of such specified date), except, in the case of the Company, where the
failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions
contemplated by this Agreement;


 


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


 


(v) no order, writ, judgment, injunction,
decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or
any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing
the purchase by the Purchaser of the Forward Purchase Securities.


 


(b) The obligation of the Company to sell
the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the
FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the
Company:


 


(i) the Business Combination shall
be consummated substantially concurrently with, and immediately following, the purchase of Forward Purchase Securities, except
as otherwise provided in Section 1(a)(iv) of this Agreement;


 


(ii) all conditions precedent to
the Business Combination Closing set forth in Sections 9.1 and 9.2 of the Merger Agreement shall have been satisfied (as determined
by the parties to the Merger Agreement) or waived (other than those conditions which, by their nature, are to be satisfied at the
Business Combination Closing).


 






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(iii) the representations and warranties
of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true
and correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made
on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which
shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material
adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iv) the Purchaser shall have performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and


 


(v) no order, writ, judgment, injunction,
decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or
any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing
the purchase by the Purchaser of the Forward Purchase Securities.


 


7. Termination.


 


This Agreement may be terminated at any
time prior to the FPS Closing:


 


(a) by mutual written consent of
the Company and the Purchaser, with the express written consent of Holley; and


 


(b) automatically


 


(i) if the Business Combination
is not consummated within twenty-four (24) months from the closing of the IPO, unless extended upon approval of the Company’s
shareholders in accordance with the Charter; or


 


(ii) if the Company becomes subject
to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case
which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by
a court for business or property of the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days
after such appointment;


 


In the event of any termination of this Agreement
pursuant to this Section 7, the FPS Purchase Price (and interest thereon, if any), if previously paid, and the Purchaser’s
funds paid in connection herewith shall be promptly returned to such Purchaser, and thereafter this Agreement shall forthwith become
null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors,
officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided,
however, that nothing contained in this Section 7 shall relieve any party from liabilities or damages arising out of any fraud
or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.


 






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8. General Provisions.


 


(a) Notices. All notices and other
communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier
of actual receipt, and (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile
(if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying
next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Empower
Ltd., c/o MidOcean Partners, 245 Park Avenue, 38th Floor, New York, NY 10167 Attn: Andrew Spring, email: aspring@midoceanpartners.com,
with a copy to the Company’s counsel at: Gibson, Dunn & Crutcher LLP, 200 Park Ave, New York, NY 10166 Attn: George Stamas,
email: gstamas@gibsondunn.com; Andrew Herman, email: aherman@gibsondunn.com; Evan D’Amico, email: edamico@gibsondunn.com.


 


All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).


 


(b) No Finder’s Fees. Each of
the parties represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this
transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Purchaser or its respective officers, employees or representatives
is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c) Survival of Representations and Warranties.
All of the representations and warranties contained herein shall survive the FPS Closing.


 


(d) Entire Agreement. This Agreement,
together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the
entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. The parties hereto acknowledge and agree that Holley shall be entitled to
specifically enforce the Purchaser’s obligations to purchase the Forward Purchase Securities and shall be entitled to specifically
enforce the provisions of this Forward Purchase Agreement, in each case, on the terms and subject to the conditions set forth in
this Agreement.


 






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(e) Successors. All of the terms, agreements,
covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are
enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments. Except as otherwise
specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other parties; provided, however, that MidOcean US Advisor, LP (the “Investment
Manager”) may assign some or all of the commitments to purchase the Forward Purchase Securities to any other funds managed
by the Investment Manager as it determines in its sole discretion, provided that, in the case of any such assignment, Empower Funding
LLC remains bound by its obligations with respect thereto in the event that the assignee does not comply with its obligations to
purchase the Forward Purchase Securities.


 


(g) Counterparts. This Agreement may
be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one
and the same instrument.


 


(h) Headings. The section headings
contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this
Agreement.


 


(i) Governing Law. This Agreement,
the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute,
law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York,
without giving effect to its choice of laws principles.


 


(j) Jurisdiction. The parties hereto
(i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of
the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based
upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York,
and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 






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(k) WAIVER OF JURY TRIAL. THE PARTIES
HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


(l) Amendments. This Agreement may
not be amended, modified or waived as to any particular provision, except with the written consent of the Company, the Purchaser
and Holley, as consistent with applicable Law.


 


(m) Severability. The provisions of
this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or
enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto
or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with
its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have
the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific
words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n) Expenses. Each of the Company and
the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this
Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives,
financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes
and all The Depository Trust Company fees associated with the issuance of the Securities and the securities issuable upon conversion
or exercise of the Forward Purchase Securities.


 


(o) Construction. The parties hereto
have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will
arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any
federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact
that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.


 


(p) Waiver. No waiver by any party
hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed
to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way
any rights arising because of any prior or subsequent occurrence.


 


(q) Confidentiality. Except as may
be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated
hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep
confidential and shall not publicly disclose the existence or terms of this Agreement.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the undersigned have
executed this Agreement to be effective as of the date first set forth above.


 


	PURCHASER:	 	 
	 	 	 	 
	EMPOWER FUNDING LLC	 	Address for Notices:
	 	 	 	 
	By:	/s/Andrew Spring                                 	 	MidOcean Partners
	Name:	Andrew Spring                                       	 	245 Park Avenue, 38th Floor
	Title:	Managing Director of GP of Member    	 	New York, NY 10167
	 	 	 	Attn:  Andrew Spring
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 
	 		 	 
	 		 	 
	 		 	 
	 	 	 	 
	COMPANY:	 	 
	 	 	 
	EMPOWER LTD.	 	 
	 	 	 	 
	By:	/s/ Matthew
    Rubel                                  	 	MidOcean Partners
	Name:	Matthew Rubel                                        	 	245 Park Avenue, 38th Floor
	Title:	Chairman and CEO                                 	 	New York, NY 10167
	 	 	 	Attn:  Andrew Spring
	 	 	 	 
	Number of Forward Purchase Securities:	 	5,000,000 units (subject to assignment under the terms hereof)
	Aggregate Purchase Price for Forward Purchase Securities:	 	$50,000,000 (subject to assignment under the terms hereof)


  




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Exhibit A


 


Registration Rights


 


		1.	The Company shall use commercially reasonable efforts
to (i) within thirty (30) days after the Business Combination Closing, file a registration statement for a secondary offering
(including any successor registration statement covering the resale of the Registrable Securities, a “Resale Shelf”)
of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other
Class A Shares or Warrants that may be acquired by the Purchaser after the date of this Agreement, including any time after the
Business Combination Closing and (z) any other equity security of the Company issued or issuable with respect to the securities
referred to in clauses (x) and (y) by way of a share capitalization or share split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”) for
an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale of the Registrable
Securities from time to time; provided, that if Form S-3 is unavailable for such a registration, the Company shall register the
resale of the Registrable Securities on another appropriate form and undertake to register the Registrable Securities on Form
S-3 as soon as such form is available, (ii) cause the Resale Shelf to be declared effective under the Securities Act promptly
thereafter, but in no event later than ninety (90) days after the closing of the Business Combination and (iii) maintain the effectiveness
of such Resale Shelf with respect to each Purchaser’s Registrable Securities and to ensure the Resale Shelf does not contain
a material omission or misstatement, including by way of amendment or other update, as required, until the earlier of (A) the
date on which such Purchaser ceases to hold Registrable Securities covered by such Resale Shelf and (B) the date all of such Purchaser’s
Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation under Rule 144 under
the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act; and provided,
further, with respect to Registrable Securities acquired after the Business Combination Closing, the Company shall only be obligated
to amend the Resale Shelf or file a new registration statement that will constitute a Resale Shelf to include such Registrable
Securities on two (2) occasions, each upon the written request of the Purchaser with respect to at least 100,000 Registrable Securities.



 


		2.	In the event the Company is prohibited by applicable
rule, regulation or interpretation by the staff (“Staff”) of the Securities and Exchange Commission (“SEC”)
from registering all of the Registrable Securities on the Resale Shelf or the Staff requires that any Purchaser be specifically
identified as an “underwriter” in order to permit such registration statement to become effective, and such Purchaser
does not consent in writing to being so named as an underwriter in such registration statement, the Company agrees to promptly
(i) inform each of the holders thereof and use its reasonable best efforts to file amendments to the Resale Shelf as required
by the SEC and/or (ii) withdraw the Resale Shelf and file a new registration statement (a “New Registration Statement”),
on Form S-3, or if Form S-3 is not then available to the Company for such registration statement, on such other form available
to register for resale the Registrable Securities as a secondary offering; the number of Registrable Securities to be registered
on the Resale Shelf will be reduced on a pro rata basis among all the holders of Registrable Securities to be so included, unless
otherwise required by the Staff, so that the number of Registrable Securities to be registered is permitted by Staff and such
Purchaser is not required to be named as an “underwriter”; provided, that any Registrable Securities not registered
due to this paragraph 2 shall thereafter as soon as allowed by the SEC guidance be registered to the extent the prohibition no
longer is applicable.



 






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		3.	If at any time the Company proposes to file a registration
statement (a “Registration Statement”) on its own behalf, or on behalf of any other Persons who have registration
rights (“Other Holders”), relating to an underwritten offering of ordinary shares, or engage in an Underwritten
Shelf Takedown (as defined below) off an existing registration statement (a “Company Offering”), then the Company
will provide the Purchaser with notice in writing (an “Offer Notice”) at least five (5) Business Days prior
to such filing, which Offer Notice will offer to include in the Registration Statement, the Purchaser’s Registrable Securities.
Within five (5) Business Days (or, in the case of an Offer Notice delivered to the Purchaser in connection with an Underwritten
Shelf Takedown, within three (3) Business Days) after receiving the Offer Notice, a Purchaser may make a written request to the
Company to include some or all of such Purchaser’s Registrable Securities in the Registration Statement. If the underwriter(s)
for any Company Offering advise the Company that marketing factors require a limitation on the number of securities that may be
included in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the
Company and the Other Holders, if any; and (ii) second, to the requesting Purchaser(s).



 


		4.	At any time during which the Company has an effective
Resale Shelf with respect to any Purchaser’s Registrable Securities, any such Purchaser may make a written request (which
request shall specify the intended method of disposition thereof) (a “Shelf Takedown Request”) to the Company
to effect a sale, of all or a portion of the Purchaser’s Registrable Securities that are covered by the Resale Shelf, and
the Company shall use commercially reasonable efforts to file, to the extent required by applicable law or regulation, a prospectus
supplement (a “Shelf Takedown Prospectus Supplement”) for such purpose as soon as reasonably practicable following
receipt of a Shelf Takedown Request. Such Purchaser may request that any such sale be conducted as an underwritten public offering
(an “Underwritten Shelf Takedown”).



 


		5.	The determination of whether any offering of Registrable
Securities pursuant to the Resale Shelf or a Shelf Takedown Prospectus Supplement will be an Underwritten Shelf Takedown shall
be made in the sole discretion of the Purchaser(s), after consultation with the Company, and the Purchaser(s) shall have the right,
after consultation with the Company, to determine the plan of distribution, including the price at which the Registrable Securities
are to be sold and the underwriting commissions, discounts and fees. The Purchaser(s) shall select the investment banker or bankers
and managers to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers
and managers shall be reasonably satisfactory to the Company).



 






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		6.	In connection with any Underwritten Shelf Takedown, the
Company shall enter into such customary agreements and take all such other actions in connection therewith (including those requested
by the Purchaser) in order to facilitate the disposition of such Registrable Securities as are reasonably necessary or required,
and in such connection enter into a customary underwriting agreement that provides for customary opinions, comfort letters and
officer’s certificates and other customary deliverables.



 


		7.	The Company shall pay all fees and expenses incident
to the performance of or compliance with its obligation to prepare, file and maintain the Resale Shelf (including the fees of
its counsel and accountants). The Company shall also pay all Registration Expenses. For purposes of this paragraph 7, “Registration
Expenses” shall mean the out-of-pocket expenses of a Company Offering or an Underwritten Shelf Takedown, including,
without limitation, the following: (i) all registration, qualification and filing fees (including fees with respect to filings
required to be made with FINRA) and any securities exchange on which the Registrable Securities are then listed; (ii) fees and
expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of one counsel to the underwriters
in connection with blue sky qualifications of the Registrable Securities); (iii) printing, messenger, telephone and delivery expenses;
(iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable fees and disbursements of all independent registered
public accountants of the Company incurred specifically in connection with such Underwritten Shelf Takedown; (vi) reasonable fees
and expenses of one legal counsel selected by the Purchaser and (vii) and, for the avoidance of doubt, the Company also shall
pay all of its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the
expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by
the Company are then listed; provided, that it is understood and agreed that the Company shall not be responsible for any
underwriting fees, discounts, selling commissions, underwriter expenses and share transfer taxes relating to the registration
and sale of the Purchaser’s Registrable Securities.



 


		8.	The Company may suspend the use of a prospectus included
in the Resale Shelf by furnishing to the Purchaser a written notice (“Suspension Notice”) stating that in the
good faith judgment of the Company, it would be either (i) prohibited by the Company’s insider trading policy (as if the
Purchaser were covered by such policy) or (ii) materially detrimental to the Company and its shareholders for such prospectus
to be used at such time. The Company’s right to suspend the use of such prospectus under clause (ii) of the preceding sentence
may be exercised for a period of not more than sixty (60) days after the date of such notice to the Purchaser; provided such period
may be extended for an additional thirty (30) days with the consent of a majority-in-interest of the holders of Registrable Securities
covered by the Resale Shelf; provided further, that such right to suspend the use of a prospectus shall be exercised by the Company
not more than once in any twelve (12) month period. A holder of Registrable Securities shall not effect any sales of Registrable
Securities pursuant to the Resale Shelf at any time after it has received a Suspension Notice from the Company and prior to receipt
of an End of Suspension Notice (as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant
to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the
Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph to
be concluded as promptly as reasonably practicable.



 






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		9.	The Purchaser agrees that, except as required by applicable
law, the Purchaser shall treat as confidential the receipt of any Suspension Notice (provided that in no event shall such notice
contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information contained in
such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is
or becomes public, other than as a result of disclosure by a holder of Registrable Securities in breach of the terms of this Agreement.



 


		10.	The Company shall indemnify and hold harmless the Purchaser,
their directors and officers, partners, members, managers, affiliates, employees, agents, and representatives of the Purchaser
and each person, if any, who controls any Purchaser within the meaning of the Securities Act and the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and the officers, directors, partners, members, managers, agents, affiliates,
employees and investment advisers of each such controlling person (collectively, “Indemnified Persons”), to
the fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs
(including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party
or otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising
out of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale
Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of,
are based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided,
however, that the Company shall not be liable in any such case or to any Indemnified Person to the extent, but only to the extent,
that any such Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or
alleged omission or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person
in writing specifically for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement
thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified
Person, and shall survive the transfer of such securities by the Purchaser or any termination of this Agreement.



 


		11.	The Company’s obligation under paragraph (1) of
this Exhibit A is subject to the Purchaser furnishing to the Company in writing such information as the Company reasonably requests
for use in connection with the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Each Purchaser shall
severally, and not jointly with any other selling shareholder named in the Resale Shelf, indemnify the Company, its officers,
directors, managers, employees, agents and representatives, and each person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue
statement of material fact contained in the Resale Shelf, the related prospectus, or any amendment 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, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing
by such Purchaser expressly for inclusion in such document; provided that the obligation to indemnify shall be individual, not
joint and several, for each Purchaser and shall be limited to the net amount of proceeds received by such Purchaser from the sale
of Registrable Securities pursuant to the Resale Shelf.



 






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		12.	The Company shall cooperate with the Purchaser, to the
extent the Registrable Securities become freely tradable, to facilitate the timely preparation and delivery of certificates (not
bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Resale Shelf and enable such
certificates to be in such denominations or amounts, as the case may be, as the Purchaser may reasonably request and registered
in such names as the Purchaser may request.



 


		13.	If requested by any Purchaser, the Company shall as soon
as practicable, subject to any Suspension Notice, (i) incorporate in a prospectus supplement or post-effective amendment such
information as the Purchaser reasonably requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii)
make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement if reasonably requested by the Purchaser holding any Registrable Securities.



 


		14.	As long as any Purchaser shall own Registrable Securities,
the Company, at all times while it shall be reporting under the Exchange Act shall file timely (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant
to Sections 13(a) or 15(d) of the Exchange Act and shall promptly furnish the Purchaser with true and complete copies of all such
filings, unless filed through the SEC’s EDGAR system. The Company further covenants that it shall take such further action
as the Purchaser may reasonably request, all to the extent required from time to time, to enable the Purchaser to sell the Class
A Shares held by the Purchaser without registration under the Securities Act within the limitation of the exemptions provided
by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any Purchaser, the
Company shall deliver to the Purchaser a written certification of a duly authorized officer as to whether it has complied with
such requirements.



 


		15.	The rights, duties and obligations of any Purchaser under
this Exhibit A may be assigned or delegated by such Purchaser in conjunction with and to the extent of any transfer or assignment
of Registrable Securities by such Purchaser to any transferee or assignee.



 


 


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