PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 13th, 2020 • Empower Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 6, 2020, is entered into by and between Empower Ltd., a Cayman Islands exempted company (the “Company”), and Empower Sponsor Holdings LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 13th, 2020 • Empower Ltd. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2020, is made and entered into by and among Empower Ltd., a Cayman Islands exempted company (the “Company”), Empower Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between EMPOWER LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 6, 2020Warrant Agreement • October 13th, 2020 • Empower Ltd. • Blank checks • New York
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 13th, 2020 • Empower Ltd. • Blank checks • New York
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 13th, 2020 • Empower Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of October 6, 2020, by and among Empower Ltd., a Cayman Islands exempted company (the “Company”), and Empower Funding LLC and any other purchasers as provided in Section 1(a)(v) of this Agreement (collectively, the “Purchaser” or “Purchasers”).
Empower Ltd. 25,000,000 Units1 Underwriting AgreementEmpower Ltd. • October 13th, 2020 • Blank checks • New York
Empower Ltd., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
October 6, 2020 Empower Ltd. c/o MidOcean Partners New York, NY 10167Letter Agreement • October 13th, 2020 • Empower Ltd. • Blank checks • New York
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 regis
