INDEMNIFICATION AGREEMENTIndemnification Agreement • July 21st, 2021 • Holley Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of July 16, 2021 (the “Effective Date”) by and between Holley Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2021 • Holley Inc. • Motor vehicle parts & accessories • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2021, is made and entered into by and among Holley Inc., a Delaware corporation (the “Company”) (formerly known as Empower Ltd., a Cayman Islands exempted company), Empower Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”), Holly Parent Holdings, LLC, a Delaware limited liability company (the “Holley Stockholder” and, together with the Sponsor and any other Holder who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, each a “Holder” and collectively the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2021 • Holley Inc. • Motor vehicle parts & accessories • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 16, 2021, between Holley Intermediate Holdings, Inc., a Delaware Corporation (the “Company”), and Sean Crawford (“Executive”).
OPTION GRANT NOTICE AND AGREEMENTOption Grant Notice and Agreement • July 21st, 2021 • Holley Inc. • Motor vehicle parts & accessories
Holley Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Options (the “Options”) set forth below, each Option representing the right to purchase one share of Stock at the applicable Exercise Price (set forth below), subject to adjustment as provided in the Plan. The Options are subject to all of the terms and conditions set forth in this Option Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 21st, 2021 • Holley Inc. • Motor vehicle parts & accessories • New York
This Stockholders’ Agreement (this “Agreement”) is made as of July 16, 2021, by and among Holley Inc., a Delaware corporation (the “Company”) (f/k/a Empower Ltd., a Cayman Islands exempted company), Holley Parent Holdings, LLC, a Delaware limited liability company (the “Holley Stockholder”), Sentinel Capital Partners V, L.P., a Delaware limited partnership (“SCP V”), Sentinel Capital Partners V-A, L.P., a Delaware limited partnership (“SCP V-A”), Sentinel Capital Investors V, L.P., a Delaware limited partnership (“SCI V” and, together with SCP V and SCPV-A, the “Holley Investors” and, together with the Holley Stockholder, the “Holley Parties”), Empower Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”), MidOcean Partners V, L.P. (“Sponsor Affiliate Fund I”), MidOcean Partners V Executive, L.P. (“Sponsor Affiliate Fund II”, together with Sponsor Affiliate Fund I, the “Sponsor Investors” and, together with the Sponsor, the “Sponsor Group”) (the Sponsor Group, toge
RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENTRestricted Stock Unit Grant Notice and Agreement • July 21st, 2021 • Holley Inc. • Motor vehicle parts & accessories
Holley Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of the number of Restricted Stock Units set forth below, each Restricted Stock Unit being a notional unit representing the right to receive one share of Stock, subject to adjustment as provided in the Plan (the “Restricted Stock Units”). The Restricted Stock Units are subject to all of the terms and conditions set forth in this Restricted Stock Unit Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
