REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_________ ___], 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 • October 27th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of the [•] of [•], 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 • October 27th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_________ ___], 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 27th, 2021 • Capitalworks Emerging Markets Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 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”).
Capitalworks Emerging Markets Acquisition Corp New York, NY 10018 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 27th, 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
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”):
