Empower Ltd. 38th Floor New York, NY 10167Empower Ltd. • September 18th, 2020 • Blank checks • New York
This agreement (this “Agreement”) is entered into on August 21, 2020 by and between Empower Sponsor Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Empower Ltd., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
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”).
HOLLEY INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2022 • Holley Inc. • Motor vehicle parts & accessories • New York
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”).
Empower Ltd. c/o MidOcean Partners New York, NY 10167Letter Agreement • September 18th, 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
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
INDEMNITY AGREEMENTIndemnity Agreement • March 8th, 2021 • Empower Ltd. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 9, 2020, by and between Empower Ltd., a Cayman Islands exempted company (the “Company”), and Beth Kaplan (“Indemnitee”).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 12th, 2021 • Empower Ltd. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of March 11, 2021, by and among Empower Ltd., a Cayman Islands exempted company (together with any successor thereto, the “Company”), and Empower Funding LLC and any other purchaser as provided in Sections 4(e) and 8(f) of this Agreement (collectively, the “Purchaser” or “Purchasers”).
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”).
AGREEMENT AND PLAN OF MERGER by and among Empower Ltd. Empower Merger Sub I, Inc., Empower Merger Sub II, LLC, and Holley Intermediate Holdings, Inc. dated as of March 11, 2021Agreement and Plan of Merger • March 12th, 2021 • Empower Ltd. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of March 11, 2021 (this “Agreement”), is made and entered into by and among Empower Ltd., a Cayman Islands exempted company limited by shares (“Acquiror”), Empower Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub I”), Empower Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub II”), and Holley Intermediate Holdings, Inc., a Delaware corporation (the “Company”).
CREDIT AGREEMENT dated as of November 18, 2021 among HOLLEY INC., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, WELLS FARGO SECURITIES, LLC, BOFA SECURITIES,...Credit Agreement • November 19th, 2021 • Holley Inc. • Motor vehicle parts & accessories • New York
RECITALSCredit Agreement • May 11th, 2023 • Holley Inc. • Motor vehicle parts & accessories • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 18, 2021, among HOLLEY INC., a Delaware corporation (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as Administrative Agent, L/C Issuer and Swing Line Lender and the other lenders from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
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”).
Empower Ltd. 25,000,000 Units1 Underwriting AgreementUnderwriting Agreement • September 25th, 2020 • Empower Ltd. • 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.”
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.”
SUBSCRIPTION AGREEMENTSubscription Agreement • March 12th, 2021 • Empower Ltd. • Blank checks
In connection with the proposed business combination (the “Transaction”) between Empower Ltd., a Cayman Islands exempted company (the “Company”), and Holley Intermediate Holdings, Inc. (“Holley”), a Delaware corporation and wholly owned subsidiary of Holley Parent Holdings, LLC (“Holley Parent”), pursuant to a business combination agreement (the “Transaction Agreement”) to be entered into among Holley, the Company, Empower Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), and Empower Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II”), whereby, among other things, (a) Merger Sub I will merge with and into Holley (the “First Merger”), with Holley as the surviving company in the First Merger and (b) immediately following the First Merger, Holley will merge with and into Merger Sub II, with Merger Sub II as the surviving company. In connection with the Transaction, the C
ContractCredit Agreement • August 10th, 2023 • Holley Inc. • Motor vehicle parts & accessories • New York
AMENDMENT NO. 3, dated as of May 26, 2023 (this “Amendment No. 3”), to the Credit Agreement dated as of November 18, 2021 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among HOLLEY INC., a Delaware corporation (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), the L/C Issuers and Swing Line Lender party thereto and the Lenders from time to time party thereto (collectively, the “Lenders” and each, individually, a “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2023 • Holley Inc. • Motor vehicle parts & accessories • Kentucky
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 13th, 2023, between Holley Inc., a Delaware Corporation (the “Company”), and Matthew Stevenson (“Executive”).
INDUCEMENT AWARD RESTRICTED STOCK UNIT AWARD AGREEMENTInducement Award Restricted Stock Unit Award Agreement • June 6th, 2023 • Holley Inc. • Motor vehicle parts & accessories • New York
Holley Inc. (the “Company”) hereby grants to Holder 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 (the “Restricted Stock Units”). The Restricted Stock Units have been granted as an “employment inducement award” under New York Stock Exchange (“NYSE”) Rule 303A.08, and consequently are intended to be exempt from the NYSE rules regarding stockholder approval of stock option plans or other equity compensation arrangements. This Award Agreement (as defined below) and the terms and conditions of the Restricted Stock Units shall be interpreted in accordance and consistent with such exemption. Notwithstanding the foregoing, the Restricted Stock Units will be governed as if issued under the Company’s 2021 Omnibus Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “2021 Plan”). The Restricted Stock Units are subject to all of the terms and conditions
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
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
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • May 11th, 2023 • Holley Inc. • Motor vehicle parts & accessories
This Severance Agreement and General Release (the “Agreement”) is entered into by Holley Intermediate Holdings LLC (as successor to Holley Intermediate Holdings, Inc.), including its current and former affiliated or related corporate entities, trustees, agents, assigns, successors, owners, board members, shareholders, officers, directors, employees, employee benefit plans and agents, attorneys, insurers, and reinsurers (hereinafter collectively referred to as the “Company”) and Thomas W. Tomlinson, including his heirs, estate, agents, and assigns (hereinafter collectively referred to as “Employee”). The Company and Employee are sometimes referred to collectively herein as the “Parties.”
INDUCEMENT AWARD PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTInducement Award Performance • June 6th, 2023 • Holley Inc. • Motor vehicle parts & accessories • New York
Holley Inc. (the “Company”) hereby grants to Holder the number of performance-vesting Restricted Stock Units set forth below, each performance-vesting Restricted Stock Unit being a notional unit representing the right to receive one share of Stock (the “Performance Stock Units”). The Performance Stock Units have been granted as an “employment inducement award” under New York Stock Exchange (“NYSE”) Rule 303A.08, and consequently are intended to be exempt from the NYSE rules regarding stockholder approval of stock option plans or other equity compensation arrangements. This Award Agreement (as defined below) and the terms and conditions of the Performance Stock Units shall be interpreted in accordance and consistent with such exemption. Notwithstanding the foregoing, the Performance Stock Units will be governed as if issued under the Company’s 2021 Omnibus Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “2021 Plan”). The Performance Stock Units a
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2023 • Holley Inc. • Motor vehicle parts & accessories • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 30, 2022, between Holley Inc.,a Delaware Corporation (the “Company”), and Carly Kennedy (“Executive”).
HolleyLetter Agreement • May 11th, 2023 • Holley Inc. • Motor vehicle parts & accessories
SPONSOR AGREEMENTSponsor Agreement • March 12th, 2021 • Empower Ltd. • Blank checks • Delaware
This SPONSOR AGREEMENT (the “Sponsor Agreement”), dated as of March 11, 2021, is entered into by and between Empower Sponsor Holdings LLC, a Delaware limited liability company (“Sponsor”), Empower Ltd., a Cayman Islands exempted company limited by shares (“Acquiror”), and Holley Parent Holdings, LLC, a Delaware limited liability company (“Company Stockholder”).
LOCK-UP AGREEMENTLock-Up Agreement • March 12th, 2021 • Empower Ltd. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2021 by and among (i) Empower Ltd., a Cayman Islands company (together with its successors, “Empower”) and (ii) Holley Parent Holdings, LLC, a Delaware limited liability company (“Holder”).
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.
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2022 • Holley Inc. • Motor vehicle parts & accessories • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 12, 2022, between Holley Inc., a Delaware Corporation (the “Company”), and Jesse Weaver (“Executive”).
PERFORMANCE STOCK UNIT GRANT NOTICE AND AGREEMENTPerformance Stock Unit Grant Notice and Agreement • March 15th, 2023 • 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 performance-vesting Restricted Stock Units set forth below, each performance-vesting 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 “Performance Stock Units”). The Performance Stock Units are subject to all of the terms and conditions set forth in this Performance 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.
