Exhibit 10.4


 


October 6, 2020


 


Empower Ltd. 


c/o MidOcean Partners


245 Park Avenue, 38th Floor


New York, NY 10167 


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among Empower Ltd., a Cayman Islands exempted company (the “Company”), J.P. Morgan
Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters
(the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”)
of 30,000,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’
option to purchase additional units, the “Units”), each comprising of one of the Company’s Class
A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and a fraction of one redeemable
warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary
Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph
1 hereof.


 


In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Empower Sponsor Holdings LLC (the “Sponsor”) and each
of the undersigned (each, an “Insider” and, collectively, the “Insiders”) hereby
agree with the Company as follows:


 


1. Definitions. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities; (ii) “Founder Shares” shall mean the 7,187,500 Class B
ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iii)
“Private Placement Warrants” shall mean the warrants to purchase up to 4,666,667 Ordinary Shares of the
Company (or 5,166,667 Ordinary Shares of the Company if the Underwriters’ option to purchase additional units is exercised
in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $7,000,000 (or up to $7,750,000 if the Underwriters’
option to purchase additional units is exercised in full), or $1.50 per Warrant, in a private placement that shall close simultaneously
with the consummation of the Public Offering; (iv) “Public Shareholders” shall mean the holders of Ordinary
Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary
Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust
account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be
deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell,
hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum
and Articles of Association, as the same may be amended from time to time.


 




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2. Representations and Warranties.


 


(a) The Sponsor and each Insider, with respect to itself, herself
or himself, represent and warrant to the Company that it, she or he has the full right and power, without violating any agreement
to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer
or former employer), to enter into this Letter Agreement, as applicable, and to serve as an officer of the Company and/or a director
on the Company’s Board of Director (the “Board”), as applicable, and each Insider hereby consents
to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.


 


(b) Each Insider represents and warrants, with respect to herself
or himself, that such Insider’s biographical information furnished to the Company (including any such information included
in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such
Insider’s background. The Insider’s questionnaire furnished to the Company is true and accurate in all material respects.
Each Insider represents and warrants that such Insider is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities
in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating
to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities
and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has never been suspended or expelled
from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked.


 


3. Business Combination Vote. It is acknowledged and
agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior
consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company
seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination,
it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor
of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business
Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.


 


4. Failure to Consummate a Business Combination; Trust Account
Waiver.


 


(a) The Sponsor and each Insider hereby agree, with respect
to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination within the
time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i)
cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business
days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously release to the
Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right
to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case
of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in
all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment
to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public
Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public
Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter
or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public
Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay taxes, if any, divided by the number of then-outstanding Public
Shares.


 






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(b) The Sponsor and each Insider, with respect to itself, herself
or himself, acknowledges that it, she or he 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 with respect to the Founder Shares
held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to any Founder Shares and
Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation
of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve
such Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing
of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection
with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business
Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders
of Public Shares (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares
they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).


 


5. Lock-up; Transfer Restrictions.


 


(a) The Sponsor and the Insiders agree that they shall not Transfer
any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion
of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company
completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up
Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b) The Sponsor and Insiders agree that they shall not effectuate
any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an
initial Business Combination.


 


(c) Notwithstanding the provisions set forth in paragraphs
5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares underlying the Private
Placement Warrants are permitted (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 (“MidOcean”), and to direct or indirect members or partners of funds affiliated with MidOcean or any
affiliates thereof, or any employees of such affiliates; (b) 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; (c) in the case of an individual, by virtue of laws of descent and distribution upon
death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the
Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s
organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection
with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion
of a Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction
which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property subsequent to the completion of an initial Business Combination; provided, however, that in the
case of clauses (a) through (i) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer
restrictions.


 






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(d) During the period commencing on the effective date of the
Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent
of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable
or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section
[6(h)] of the Underwriting Agreement.


 


6. Remedies. The Sponsor and each of the Insiders hereby
agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by
the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7,
10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party
shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


7. Payments by the Company. Except as disclosed in the
Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any officer of the Company nor any affiliate of the officers
shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan
or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is).


 


8. Director and Officer Liability Insurance. The Company
will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders
shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available
for any of the Company’s directors or officers.


 


9. Termination. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company.


 


10. Indemnification. In the event of the liquidation
of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set
forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company
against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold
to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which the Company
has discussed entering into a transaction agreement (a “Target”); provided, however, that
such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust
Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account
as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the
trust assets, in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply
to any claims by a third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether
or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the
right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake
such defense.


 


11. Forfeiture of Founder Shares. To the extent that
the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the Prospectus in full
(as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for
cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the sum
of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and Insiders further agree that
to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or
a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering
in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder
Shares outstanding at such time.


 






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12. Entire Agreement. This Letter Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. Assignment. No party hereto may assign either this
Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Insiders and
each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14. Counterparts. This Letter 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.


 


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


 


16. Severability. This Letter 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 Letter 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 Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17. Governing Law. This Letter Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any
action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction
and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.


 


18. Notices. Any notice, consent or request to be given
in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail
or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 	 
	 	Empower Sponsor Holdings LLC
	 	 	 
	 	By:	/s/ Andrew Spring
	 	Name:	Andrew Spring


 


Acknowledged and Agreed:


 


Empower Ltd.


 


	By:	/s/ Matthew Rubel	 
	 	Name: Matthew Rubel	 
	 	Title: Chairman and CEO	 
	 	 	 
	By:	/s/ Matthew Rubel	 
	 	Name: Matthew Rubel	 


 






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	 	Sincerely,
	 	 	 
	 	Empower Sponsor Holdings LLC
	 	 	 
	 	By:	/s/ Andrew Spring
	 	Name:	Andrew Spring


 


Acknowledged and Agreed:


 


Empower Ltd.


 


	By:	/s/
    Matthew Rubel	 
	 	Name: Matthew Rubel	 
	 	Title: Chairman and CEO	 
	 	 	 
	By:	/s/
    Graham Clempson	 
	 	Name: Graham Clempson	 


 


 



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	 	Sincerely,
	 	 	 
	 	Empower Sponsor Holdings LLC
	 	 	 
	 	By:	/s/ Andrew Spring
	 	Name:	Andrew Spring


 


Acknowledged and Agreed:


 


Empower Ltd.


 


	By:	/s/
    Matthew Rubel	 
	 	Name:
    Matthew Rubel	 
	 	Title:
    Chairman and CEO	 
	 	 	 
	By:	/s/
    Andrew Spring	 
	 	Name:
    Andrew Spring	 


 


 



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	 	Sincerely,
	 	 	 
	 	Empower Sponsor Holdings LLC
	 	 	 
	 	By:	/s/ Andrew Spring
	 	Name:	Andrew Spring


 


Acknowledged and Agreed:


 


Empower Ltd.


 


	By:	/s/
    Matthew Rubel	 
	 	Name:
    Matthew Rubel	 
	 	Title:
    Chairman and CEO	 
	 	 	 
	By:	/s/
    Beth Kaplan	 
	 	Name:
    Beth Kaplan	 


 


 



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	 	Sincerely,
	 	 	 
	 	Empower Sponsor Holdings LLC
	 	 	 
	 	By:	/s/ Andrew Spring
	 	Name:	Andrew Spring


 


Acknowledged and Agreed:


 


Empower Ltd.


 


	By:	/s/ Matthew Rubel	 
	 	Name: Matthew Rubel	 
	 	Title: Chairman and CEO	 
	 	 	 
	By:	/s/ Jeffrey Jones	 
	 	Name: Jeffrey Jones	 


 


 



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	 	Sincerely,
	 	 	 
	 	Empower Sponsor Holdings LLC
	 	 	 
	 	By:	/s/ Andrew Spring
	 	Name:	Andrew Spring


 


Acknowledged and Agreed:


 


Empower Ltd.


 


	By:	/s/ Matthew
    Rubel	 
	 	Name: Matthew Rubel	 
	 	Title: Chairman and CEO	 
	 	 	 
	By:	/s/ Krishnan Anand	 
	 	Name: Krishnan Anand	 


 






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	 	Sincerely,
	 	 	 
	 	Empower Sponsor Holdings LLC
	 	 	 
	 	By:	/s/ Andrew Spring
	 	Name:	Andrew Spring


 


Acknowledged and Agreed:


 


Empower Ltd.


 


	By:	/s/ Matthew
    Rubel	 
	 	Name: Matthew Rubel	 
	 	Title: Chairman and CEO	 
	 	 	 
	By:	/s/ Gina Bianchini	 
	 	Name: Gina Bianchini	 


 


 


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