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).
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.
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
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.
