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”).
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
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
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”):
