REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made and entered into by and among Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to sell 20,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”) of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,000,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters. If no other Underwriters are listed on Schedule I hereto, each of the terms Representatives
Capitalworks Emerging Markets Acquisition Corp. 25 West 39th Street, Suite 700 New York, New York 10018Capitalworks Emerging Markets Acquisition Corp • October 27th, 2021 • Blank checks • New York
Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares (the “Shares”), US$0.0001 par value per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context other
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 27th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [__________ ___] , 2021, by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [_____] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 6th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of the 30th of November, 2021, is by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 6th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 30, 2021 by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CAPITALWORKS EMERGING MARKETS ACQUISITION CORP ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to sell 20,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”) of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,000,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters. If no other Underwriters are listed on Schedule I hereto, each of the terms Representatives
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • February 28th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of February 27, 2023 by and among Capitalworks Emerging Markets Acquisition Corp (“CMCA”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and the undersigned investor (the “Investor”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 6th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 30, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
November 30, 2021 Capitalworks Emerging Markets Acquisition Corp New York, NY 10018 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 6th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant. Each whole warrant (each, a “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
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 27th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
AMENDMENT TO FORWARD PURCHASE AGREEMENT March 1, 2023Forward Purchase Agreement • July 14th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks
This Amendment to Forward Purchase Agreement (this “Amendment”) is made effective as of the date first set forth above, by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Camber Base, LLC, a Delaware limited liability company (“Investor”).
ContractCapitalworks Emerging Markets Acquisition Corp • March 1st, 2023 • Blank checks
Lexasure Financial Group, a Leading Provider of Reinsurance and Digital Insurance Products, Signed Business Combination Agreement to Go Public via Combination with Capitalworks Emerging Markets Acquisition Corp. (CEMAC)
FORM OF NON-REDEMPTION AGREEMENTForm of Non-Redemption Agreement • February 28th, 2024 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (“Agreement”) dated February 27, 2024, by and among the entities listed on Exhibit A (collectively, the “Holder”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Insider”), and Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”).
BUSINESS COMBINATION AGREEMENT by and among CAPITALWORKS EMERGING MARKETS ACQUISITION CORP., as SPAC, CEMAC SPONSOR LP, in the capacity as the SPAC Representative, LEXASURE FINANCIAL GROUP LIMITED, as the Company, IAN LIM TECK SOON, in the capacity as...Business Combination Agreement • March 7th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 1, 2023, by and among (i) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), (ii) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the representative from and after the Effective Time (as defined below) for the shareholders of SPAC and Pubco (other than the Company Shareholders (as defined below) as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of this Agreement (the “SPAC Representative”), (iii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (the “Company”), (iv) Ian Lim Teck Soon, in the capacity as the representative from and after the Effective Time for the Company Shareholders as of immediately prior to the Effective Time (and their successors and assigns
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 7th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March [●], 2023, by ______ (the “Seller”) in favor of and for the benefit of (i) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), (ii) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), (iii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (together with its subsidiaries, the “Company”, and together with Pubco and SPAC, and each of their respective present and future successors and direct and indirect Subsidiaries, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
CAPITALWORKS EMERGING MARKETS ACQUISITION CORPLetter Agreement • October 27th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between Capitalworks Emerging Markets Acquisition Corp (the “Company”) and Capitalworks Investment Partners International Limited (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. [__]) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF VOTING AGREEMENTForm of Voting Agreement • March 7th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of March [●], 2023 by and among (i) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), (ii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (the “Company”), and (iii) the undersigned member (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
Capitalworks Emerging Markets Acquisition Corp c/o Ellenoff Grossman & Schole LLP New York, NY 10105 April 18, 2023Capitalworks Emerging Markets Acquisition Corp • July 14th, 2023 • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated as of March l, 2023 (as it may be amended, the “BCA”), by and among (i) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, “SPAC'), (ii) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the SPAC Representative thereunder, (iii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (the “Company”), (iv) Ian Lim Teck Soon, in the capacity as the Seller Representative thereunder, (v) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), (vi) CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares, and (vii) Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares. Any capitalized term that is used, but not defined, in this letter agreement (this “Letter”) will have the meaning ascrib
CEMAC Sponsor LP 190 Elgin Avenue George Town, Grand Cayman, KY1-9008 Cayman IslandsSponsor Letter Agreement • March 7th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks
This letter (this “Sponsor Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement (the “Agreement”) dated March 1, 2023, by and among (i) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), (ii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (the “Company”), (iii) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), (iv) CEMAC Merger Sub, Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco, (v) Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco, (vi) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the SPAC Representative thereunder, and (vii) Ian Lim Teck Soon, an individual, in the capacity as the Seller Representative thereunder. Certain capitalized terms
CAPITALWORKS EMERGING MARKETS ACQUISITION CORPLetter Agreement • December 6th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between Capitalworks Emerging Markets Acquisition Corp (the “Company”) and Capitalworks Investment Partners International Limited (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-260513) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF NON-REDEMPTION AGREEMENTForm of Non-Redemption Agreement • May 16th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (“Agreement”) dated [ ], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Insider”), and Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • March 25th, 2024 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS TERMINATION AND RELEASE AGREEMENT, dated as of March 22, 2024 (this “Agreement”), is entered into by and among (i) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), (ii) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the SPAC Representative under the BCA (as defined below), (iii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (the “Company”), (iv) Ian Lim Teck Soon, in the capacity as the Seller Representative under the BCA, (v) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), (vi) CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and (vii) Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco (“Company Merger Sub”). Capita
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 7th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March [●], 2023, by and among (i) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (together with its successors, “Pubco”), (ii) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity under the Business Combination Agreement (as defined below) as the SPAC Representative (including any successor SPAC Representative appointed in accordance with the Business Combination Agreement, the “SPAC Representative”), and (iii) the undersigned holder (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
Capitalworks Emerging Markets Acquisition Corp c/o Ellenoff Grossman & Schole LLP New York, NY 10105 November 8th, 2023Capitalworks Emerging Markets Acquisition Corp • February 20th, 2024 • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated as of March 1, 2023 (as it may be amended, the “BCA”), by and among (i) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), (ii) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the SPAC Representative (“Sponsor”) thereunder, (iii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (the “Company”), (iv) Ian Lim Teck Soon, in the capacity as the Seller Representative thereunder, (v) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), (vi) CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares, and (vii) Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares, and that certain Letter Agreement, dated as of April 19, 2023, by and between the SPAC and Company (the “Firs
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 30th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of May 23, 2023, is made by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
FORM OF NON-REDEMPTION AGREEMENTForm of Non-Redemption Agreement • May 19th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (“Agreement”) dated [ ], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Insider”), and Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”).
Loan AgreementLoan Agreement • July 14th, 2023 • Capitalworks Emerging Markets Acquisition Corp • Blank checks
