Exhibit 4.1


 


WARRANT AGREEMENT


 


between


 


EMPOWER LTD.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated October 6, 2020


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated October 6, 2020, is by and between Empower Ltd., a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company,, as warrant agent (in such capacity,
the “Warrant Agent”).


 


WHEREAS, it is proposed that the Company enter into that certain
Private Placement Warrants Purchase Agreement, with Empower Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”),
pursuant to which the Sponsor will purchase an aggregate of 4,666,667 warrants (or up to 5,166,667 warrants if the underwriters
in the Offering (defined below) exercise their Over-allotment Option (as defined below) in full) simultaneously with the closing
of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B
hereto (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant.
Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50
per share, subject to adjustment as described herein; and


 


WHEREAS, on October 6, 2020, the Company entered into a Forward
Purchase Agreement (the “Forward Purchase Agreement”) with Empower Funding LLC (“Empower
Funding”) pursuant to which Empower Funding will be issued Forward Purchase Warrants (the “ Forward Purchase
Warrants”) in a private placement transaction to occur at or prior to the time of the Company’s initial Business
Combination (as defined below); and


 


WHEREAS, in order to finance the Company’s transaction
costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination, involving the Company and one or more businesses (a “Business Combination”), the
Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to,
loan the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into up to an additional
1,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant; and


 


WHEREAS, the Company is engaged in an initial public offering
(the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Ordinary
Share and a fraction of a Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 9,583,333 redeemable warrants (including up to 1,250,000 redeemable warrants subject
to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together
with the Private Placement Warrants and Forward Purchase Warrants, the “Warrants”). Each whole Warrant
entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary
Shares”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A
holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and


 


WHEREAS, the Company has filed with the Securities and Exchange
Commission (the “Commission”) registration statement on Form S-1, File No. 333-248899, and a prospectus
(the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities
Act”), of the Units, the Public Warrants and the Ordinary Shares included in the Units; and


 


WHEREAS, the Company desires the Warrant Agent to act on behalf
of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange,
redemption and exercise of the Warrants; and


 




    


    	 



    

 


WHEREAS, the Company desires to provide for the form and provisions
of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and performed which
are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent
(if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form of Warrant. Each Warrant shall initially be
issued in registered form only.


 


2.2. Effect of Countersignature. If a physical certificate
is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.


 


2.3. Registration.


 


2.3.1. Warrant Register. The Warrant Agent shall maintain
books (the “Warrant Register”), for the registration of original issuance and the registration of transfer
of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to
the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company
(the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to make its book-entry
settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements
for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the
Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver
to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”)
which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if issued, shall be signed by, or bear
the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Operating
Officer, General Counsel, Secretary or other principal officer of the Company. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2. Registered Holder. Prior to due presentment for
registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant
and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary.


 






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2.4. Detachability of Warrants. The Ordinary Shares
and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus
or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are
generally open for normal business (a “Business Day”), then on the immediately succeeding Business
Day following such date, or earlier (the “Detachment Date”) with the consent of J.P. Morgan
Securities LLC and Jefferies LLC, but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be
separately traded until (A) the Company has filed (i) a Current Report on Form 8-K with the Commission containing an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then
received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering
(the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the
Current Report on Form 8-K and (ii) a second or amended Current Report on Form 8-K to provide updated financial information
to reflect the exercise of the underwriters’ Over-allotment Option, if the Over-allotment Option is exercised following
the initial filing of such Current Report on Form 8-K, and (B) the Company issues a press release announcing when such
separate trading shall begin.


 


2.5. Fractional Warrants. The Company shall not issue
fractional Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and a fraction of one whole
Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled
to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to
such holder.


 


2.6. Private Placement Warrants; Forward Purchase Warrants.


 


2.6.1 The Private Placement Warrants shall
be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as
defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to
subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants,
may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination,
(iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall not be redeemable by the Company;
provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise
of the Private Placement Warrants may be transferred by the holders thereof:


 


(a) to the Company’s officers, the Company’s directors,
members of the Company’s advisory board, any affiliates or family members of any of the Company’s officers or directors,
any direct or indirect members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, including to funds
affiliated with MidOcean US Advisor, LP, and to direct or indirect members or partners of funds affiliated with MidOcean US Advisor,
LP or any affiliates thereof, or any employees of such affiliates;


 


(b) [Reserved];


 


(c) in the case of an individual, by gift to a member of one
of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate
family, an affiliate of such person or to a charitable organization;


 


(d) in the case of an individual, by virtue of laws of descent
and distribution upon death of the individual;


 


(e) in the case of an individual, pursuant to a qualified domestic
relations order;


 


(f) by private sales or transfers made in connection with the
consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants
or Ordinary Shares, as applicable, were originally purchased;


 


(g) by virtue of the Sponsor’s organizational documents
upon liquidation or dissolution of the Sponsor;


 


(h) to the Company for no value for cancellation in connection
with the consummation of our initial Business Combination;


 


(i) in the event of the Company’s liquidation prior to
the completion of its initial Business Combination; or


 




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(j) in the event of the Company’s completion of a liquidation,
merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business
Combination;


 


provided, however, that, in the case of clauses
(a) through (j), these permitted transferees (the “Permitted Transferees”) must enter into a written
agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


2.6.2 The Forward Purchase Warrants shall have the same terms
and be in the same form as the Public Warrants.


 


3. Terms and Exercise of Warrants.


 


3.1. Warrant Price. Each whole Warrant shall entitle
the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the
number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this
Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,”
to the extent permitted hereunder) described in the prior sentence at which Ordinary Shares may be purchased at the time a Warrant
is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
below) for a period of not less than fifteen Business Days (unless otherwise required by the Commission, any national securities
exchange on which the Warrants are listed or applicable law); provided that the Company shall provide at least three Business Days’
prior written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction shall
be identical among all of the Warrants.


 


3.2. Duration of Warrants. A Warrant may be exercised
only during the period (the “Exercise Period”) (A) commencing on the later of: (i) the date that is thirty
(30) days after the first date on which the Company completes a Business Combination, and (ii) the date that is twelve (12) months
from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time
on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation
of the Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from
time to time, if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement
Warrants then held by the Sponsor or its Permitted Transferees, 5:00 p.m., New York city time on the Redemption Date (as defined
below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with
respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant
then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6 hereof),
each Warrant (other than a Private Placement Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption)
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under
this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20)
days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such
extension shall be identical in duration among all the Warrants.


 


3.3. Exercise of Warrants.


 


3.3.1. Payment. Subject to the provisions of the
Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at
its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the
case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for
such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase
(“Election to Purchase”) any Ordinary Shares pursuant to the exercise of a Warrant, properly
completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a
Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the
payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the
issuance of such Ordinary Shares, as follows:


 


(a) in lawful money of the United States, in good certified
check or good bank draft payable to the order of the Warrant Agent;


 






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(b) [Reserved];


 


(c) with respect to any Private Placement Warrant, so long as
such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of
Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants,
multiplied by the excess of the “Sponsor Fair Market Value” (as defined in this subsection 3.3.1(c))
over the exercise price of the Warrants by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection 3.3.1(c),
the “Sponsor Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares
for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private
Placement Warrant is sent to the Warrant Agent;


 


(d) as provided in Section 6.2 hereof with respect to
a Make-Whole Exercise; or


 


(e) as provided in Section 7.4 hereof.


 


3.3.2. Issuance of Ordinary Shares on Exercise. As soon
as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is
pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position
or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or
names as may be directed by him, her or it on the register of members of the Company, and if such Warrant shall not have been exercised
in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under
the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating
thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from
registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon
exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed
to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of
the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for
a whole number of Ordinary Shares. The Company may require holders of Public Warrants to settle the Warrant on a “cashless
basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the
Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.


 


3.3.3. Valid Issuance. All Ordinary Shares issued upon
the proper exercise of a Warrant in conformity with this Agreement and the Amended and Restated Memorandum and Articles of Association
of the Company shall be validly issued, fully paid and nonassessable.


 


3.3.4. Date of Issuance. Each person in whose name any
book-entry position or certificate, as applicable, for Ordinary Shares is issued and who is registered in the register of members
of the Company shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and
payment is a date when the register of members of the Company or book-entry system of the Warrant Agent are closed, such person
shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share
transfer books or book-entry system are open.


 




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3.3.5. Maximum Percentage. A holder of a Warrant may
notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5;
however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder
shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the
“Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates
shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without
limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of determining the number of outstanding Ordinary Shares, the holder may rely on the number of
outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on
Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in
such capacity, the “Transfer Agent”), setting forth the number of Ordinary Shares outstanding. For any
reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm
orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of issued and outstanding
Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the
holder and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written
notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to
such holder to any other percentage specified in such notice; provided, however, that any such increase shall not
be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1. Share Capitalizations.


 


4.1.1. Sub-Divisions. If after the date hereof, and subject
to the provisions of Section 4.6 below, the number of issued and outstanding Ordinary Shares is increased by a capitalization
or share dividend of Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date
of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all
or substantially all holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical
Fair Market Value” (as defined below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product
of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the
quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For
purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary
Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for
such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market
Value” means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending
on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.


 






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4.1.2. Extraordinary Dividends. If the Company, at
any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of the Ordinary
Shares a dividend or make a distribution in cash, securities or other assets on account of such Ordinary Shares (or other
shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary
Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection
with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in
connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
(i) to modify the substance or timing of the Company’s obligation to provide holders of Ordinary Shares the right to
have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the
Company’s public shares if it does not complete its initial Business Combination within the time period required by the
Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, or (ii) with
respect to any other provision relating to the rights of holders of Ordinary Shares, (e) as a result of the repurchase of
Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for
approval or (f) in connection with the redemption of public shares upon the failure of the Company to complete its initial
Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being
referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market
value (as determined by the Company’s board of directors (the “Board”), in good faith) of any
securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection
4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when
combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the
Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it
does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other
subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant).


 


4.2. Aggregation of Shares. If after the date hereof,
and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding Ordinary Shares is decreased by
a consolidation, combination or reclassification of Ordinary Shares or other similar event, then, on the effective date of such
consolidation, combination, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in issued and outstanding Ordinary Shares.


 


4.3. Adjustments in Exercise Price. Whenever the number
of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to
such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of
the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.


 


4.4. Raising of the Capital in Connection with the Initial
Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities, excluding the forward
purchase securities, for capital raising purposes in connection with the closing of its initial Business Combination at an issue
price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined
in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account
any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial
Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and
(z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading
day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section
6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal
to the higher of the Market Value and the Newly Issued Price.


 






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4.5. Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change
under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in
the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the
issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the
assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company
is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or stock or
other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder
had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to
exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation
or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each
Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the
holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender,
exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as
provided for in the Company’s amended and restated memorandum and articles of association or as a result of the
repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of
the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a
part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act)
and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of
Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Ordinary Shares, the holder of a Warrant shall
be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the
expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided
further that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable
event is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public
disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with
the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price
in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than
zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant
Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the
Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends)
(“Bloomberg”). For purposes of calculating such amount, (i) Section 6 of this Agreement
shall be taken into account, (ii) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary
Shares during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event,
(iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the
trading day immediately prior to the day of the announcement of the applicable event and (iv) the assumed risk-free interest
rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per
Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively
of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the
Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the effective date of the
applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection
4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section
4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par
value per share issuable upon exercise of such Warrant.


 




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4.6. Notices of Changes in Warrant. Upon every adjustment
of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3, 4.4 or 4.5, the Company shall give written notice of the occurrence of such event to each
holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7. No Fractional Shares. Notwithstanding any provision
contained in this Agreement to the contrary, the Company shall not issue fractional shares upon the exercise of Warrants. If, by
reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest
whole number the number of Ordinary Shares to be issued to such holder.


 


4.8. Form of Warrant. The form of Warrant need not be
changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement; provided,
however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9 Other Events. In case any event shall occur affecting
the Company as to which none of the provisions of the preceding subsections of this Section 4 are strictly applicable, but
which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii)
effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent
public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as
to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of
this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust
the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.10 No Adjustment. For the avoidance of doubt, no adjustment
shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Class B ordinary
shares (the “Class B Ordinary Shares”) into Ordinary Shares or the conversion of Class B Ordinary Shares into Ordinary
Shares, in each case, pursuant to the Company’s amended and restated memorandum and articles of association.


 


5. Transfer and Exchange of Warrants.


 


5.1. Registration of Transfer. The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon
any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant
Agent to the Company from time to time upon request.


 


5.2. Procedure for Surrender of Warrants. Warrants may
be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or
with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to
another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further,
however that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private
Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant
Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.


 




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5.3. Fractional Warrants. The Warrant Agent shall not
be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry
position for a fraction of a warrant, except as part of the Units.


 


5.4. Service Charges. No service charge shall be made
for any exchange or registration of transfer of Warrants.


 


5.5. Warrant Execution and Countersignature. The Warrant
Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Transfer of Warrants. Prior to the Detachment Date,
the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for
the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on
the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing,
the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.


 


6. Redemption.


 


6.1. Redemption of Warrants for Cash. Subject to Section
6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during
the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in
Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds
$18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration
statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating
thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).


 


6.2. Redemption of Warrants for $0.10 or for Ordinary Shares.
Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants,
as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that the Reference Value
equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof). During the 30-day Redemption
Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise
their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined
by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration
of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole
Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value”
shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days ending on the third trading day
prior to the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection
with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair
Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.


 


	 	 	Redemption Fair Market Value of Ordinary Shares

(period to expiration of warrants)	 
	Redemption Date	 	£10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	318.00	 
	60 months	 	 	0.261	 	 	 	0.280	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 






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The exact Redemption Fair Market Value and Redemption Date may
not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the
Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised
in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares set forth for the higher
and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year,
as applicable.


 


The share prices set forth in the column headings of the table
above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Exercise Price
is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant
to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior
to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted.
The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable
upon exercise of a Warrant. If the Exercise Price of a warrant is adjusted, (a) in the case of an adjustment pursuant to Section
4.4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment
multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator
of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column
headings shall equal the share prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to
such Exercise Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361
Ordinary Shares per Warrant (subject to adjustment)


 


6.3. Date Fixed for, and Notice of, Redemption; Redemption
Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Sections 6.1 or 6.2,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be
mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day
Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall
appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption Price”
shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference
Value” shall mean the last reported sales price of the Ordinary Shares on the trading day prior to the date on which
we send the notice of redemption to the Registered Holder.


 


6.4. Exercise after Notice of Redemption. The Warrants
may be exercised, for cash (or on a “cashless basis” in accordance with Section 6.2 of this Agreement) at any
time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption
Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon
surrender of the Warrants, the Redemption Price.


 


6.5. Exclusion of Private Placement Warrants. The
Company agrees that the redemption rights provided in Section 6.1 and Section 6.2 hereof shall not apply to the
Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the
Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted
Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section
6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of
such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4
hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer
cease to be Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section
9.8 hereof.


 






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7. Other Provisions Relating to Rights of Holders of Warrants.


 


7.1. No Rights as Shareholder. A Warrant does not entitle
the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to
receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders
in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


7.2. Lost, Stolen, Mutilated, or Destroyed Warrants.
If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new
Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation of Ordinary Shares. The Company shall
at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit
the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4. Registration of Ordinary Shares; Cashless Exercise at
Company’s Option.


 


7.4.1. Registration of the Ordinary Shares. The
Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its
initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The
Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days
following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the
provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth
(60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right,
during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and
ending upon such registration statement being declared effective by the Commission, and during any other period when the
Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the
Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares
equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the
Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y)
the Fair Market Value and (B) 0.361 per Warrant. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported during the ten
(10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent
from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless
exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with
the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an
opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the
exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to
be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under
United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the
Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company
shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.


 






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7.4.2. Cashless Exercise at Company’s Option. If
the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that
they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may,
at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event
the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration,
under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement
to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon
exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.


 


8. Concerning the Warrant Agent and Other Matters.


 


8.1. Payment of Taxes. The Company shall from time to
time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes
in respect of the Warrants or such shares.


 


8.2. Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment of Successor Warrant Agent. The Warrant
Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant
by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the
Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit
his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State
of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing
under the laws of the State of New York, in good standing and having its principal office in the United States of America, and
authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver,
at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights
of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge,
and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant
Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2. Notice of Successor Warrant Agent. In the event
a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer
Agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3. Merger or Consolidation of Warrant Agent. Any
entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger
or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without
any further act.


 


8.3. Fees and Expenses of Warrant Agent.


 




    13


    	 



    

 


8.3.1. Remuneration. The Company agrees to pay the Warrant
Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this
Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution
of its duties hereunder.


 


8.3.2. Further Assurances. The Company agrees to perform,
execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions
of this Agreement.


 


8.4. Liability of Warrant Agent.


 


8.4.1. Reliance on Company Statement. Whenever in the
performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed
by the Chief Executive Officer, the President, the Chief Financial Officer, Chief Operating Officer, the General Counsel, the Secretary
or the Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2. Indemnity. The Warrant Agent shall be liable hereunder
only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees,
for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s
gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3. Exclusions. The Warrant Agent shall have no responsibility
with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature
thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this
Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of
Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement, the Amended and Restated
Memorandum and Articles of Association of the Company or any Warrant or as to whether any Ordinary Shares shall, when issued, be
valid and fully paid and nonassessable.


 


8.5. Acceptance of Agency. The Warrant Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among
other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to
the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.


 


8.6. Waiver. The Warrant Agent has no right of set-off
or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the
Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any
and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.


 






    14


    	 



    

 


9.2. Notices. Any notice, statement or demand
authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed
in writing by the Company with the Warrant Agent), as follows:


 


Empower Ltd. 


c/o MidOcean Partners


245 Park Avenue, 38th Floor


New York, NY 10167


 


with a copy to:


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Stuart Neuhauser, Esq.


 


Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company 


One State Street, 30th Floor 


New York, NY 10004 


Attention: Compliance Department


 


9.3. Applicable Law and Exclusive Forum. The validity,
interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State
of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of
or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not
apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum.


 


Any person or entity purchasing or otherwise acquiring any interest
in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If
any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court
located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District
of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 


9.4. Persons Having Rights under this Agreement. Nothing
in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties
hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the
Registered Holders of the Warrants.


 




    15


    	 



    

 


9.5. Examination of the Warrant Agreement. A copy of
this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States of America, for
inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s
Warrant for inspection by the Warrant Agent.


 


9.6. Counterparts. This Agreement may be executed in
any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


9.7. Effect of Headings. The section headings herein
are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8. Amendments. This Agreement may be amended by the
parties hereto without the consent of any Registered Holder (i) for the purpose of (x) curing any ambiguity or to correct any mistake,
including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the
Prospectus, or defective provision contained herein, (y) amending the definition of “Ordinary Cash Dividend” as contemplated
by and in accordance with the second sentence of subsection 4.1.2 or (z) adding or changing any provisions with respect to matters
or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely
affect the rights of the Registered Holders under this Agreement and (ii) to provide for the delivery of Alternative Issuance pursuant
to Section 4.5. All other modifications or amendments, including any modification or amendment to increase the Warrant Price
or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants, shall require the vote or
written consent of the Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect to any amendment
to the terms of the Private Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants,
50% of the then-outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
of the Registered Holders. Notwithstanding anything to the contrary herein, after the issuance of the Forward Purchase Warrants
and prior to the effectiveness of a registration statement covering the resale of the Forward Purchase Warrants and the Ordinary
Shares underlying such Forward Purchase Warrants, any modification or amendment to the terms of the Forward Purchase Warrants shall
require the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Forward Purchase Warrants. 
Upon effectiveness of the registration statement covering the resale of the Forward Purchase Warrants and the Ordinary Shares underlying
such Forward Purchase Warrants, the Public Warrants and Forward Purchase Warrants will vote together as a single class on all matters
submitted to a vote of the holders of the Warrants.


 


9.9. Severability. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A — Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants 


 




    16


    	 



    

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first above written.


 


	 	EMPOWER LTD.
	 	 	 
	 	By:	/s/ Matthew Rubel
	 	 	Name: Matthew Rubel
	 	 	Title: 
    Chairman and CEO
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	/s/ James F. Kiszka
	 	 	Name: James F. Kiszka
	 	 	Title: Vice President


 




    


    	 



    

 


EXHIBIT A 


 


[FACE]


 


Number


Warrants 


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO 


THE EXPIRATION OF THE EXERCISE PERIOD
PROVIDED FOR 


IN THE WARRANT AGREEMENT DESCRIBED BELOW



 


EMPOWER LTD. 


Incorporated Under the Laws of the Cayman
Islands 


 


CUSIP G3R39W 110


 


Warrant Certificate 


 


This Warrant Certificate certifies that [ ], or registered assigns,
is the registered holder of [ ] warrant(s) (the “Warrants” and each, a “Warrant”)
to purchase Class A ordinary shares, $0.0001 par value (“Ordinary Shares”), of Empower Ltd., a Cayman
Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the
period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable
Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant
to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in
the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price
at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for one fully paid
and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of
Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round
down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares
issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant
Agreement.


 


The initial Exercise Price per one Ordinary Share for any Warrant
is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in
the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant Agreement,
the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 


Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 


This Warrant Certificate shall not be valid unless countersigned
by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed
in accordance with the internal laws of the State of New York.


 


	 	EMPOWER LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: Authorized Signatory



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    A-1


     


    

 


[REVERSE]


 


The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants entitling the holder on exercise to receive [ ] Ordinary Shares and are issued or to be
issued pursuant to a Warrant Agreement dated as of October 6, 2020 (the “Warrant Agreement”), duly executed
and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained
by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein
shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the Exercise Period
set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with
payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided
for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby,
there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants
not exercised.


 


Notwithstanding anything else in this Warrant Certificate or
the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance
of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence of certain
events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain
conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued
to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the principal corporate
trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.


 


Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in
connection therewith.


 




    A-2


     


    

 


The Company and the Warrant Agent may deem and treat the Registered
Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor
this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company. 


 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive [ ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to
the order of Empower Ltd. (the “Company”) in the amount of $[ ] in accordance with the terms hereof.
The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [ ], whose address is [ ] and
that such Ordinary Shares be delivered to [ ] whose address is [ ]. If said [ ] number of Ordinary Shares is less than all of the
Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance
of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to
[ ], whose address is [ ].


 


In the event that the Warrant has been called for redemption
by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant
to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.


 


In the event that the Warrant is a Private Placement Warrant
that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the
number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c)
of the Warrant Agreement.


 


In the event that the Warrant is to be exercised on a “cashless”
basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for
shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised, to the extent
allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise
and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If
said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered
in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ].


 


[Signature Page Follows]


 




    A-3


     


    

 


Date: [__], 20__


 


	 	 	(Signature)
	 	 
	 	 	(Address)
	 	 	 
	 	 	(Tax Identification Number)
	
        Signature Guaranteed:

         
	 	 
	 	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 




    A-4


     


    

 


EXHIBIT B 


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE
LETTER AGREEMENT BY AND AMONG EMPOWER LTD. (THE “COMPANY”), EMPOWER SPONSOR HOLDINGS LLC AND THE OTHER
PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY
(30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY
SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND
SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


 


B-1