Exhibit 10.6


 


THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: Up to U.S.$300,000	Dated May 12, 2021


 


FOR VALUE RECEIVED and subject
to the terms and conditions set forth herein, Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company (“Maker”),
promises to pay to CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (“Payee”), or order, the principal
sum of Three Hundred Thousand U.S. Dollars (U.S.$300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall
remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and
conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise
determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this
Note.


 


		1.	Principal.



 


The unpaid principal balance of this Note shall
be due and payable in full on the earlier of: (i) December 31, 2021, and (ii) the date on which Maker consummates an initial
public offering of its securities (such earlier date of (i) and (ii), the “Maturity Date”), unless accelerated
upon the occurrence of an Event of Default (as defined below). The principal balance may be prepaid at any time by Maker, at its election
and without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder
of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.


 


		2.	Drawdown Requests.



 


Maker and Payee agree that Maker may request, from
time to time, up to Three Hundred Thousand U.S. Dollars (U.S.$300,000) in draw downs under this Note to be used for costs and expenses
related to Maker’s proposed initial public offering of its securities (the “IPO”), including its formation. The
unpaid principal balance of this Note may be drawn down from time to time prior to the Maturity Date upon request from Maker to Payee
(each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount
less than Ten Thousand U.S. Dollars (U.S.$10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later
than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns
outstanding under this Note at any time may not exceed Three Hundred Thousand U.S. Dollars (U.S.$300,000). No fees, payments or other
amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


		3.	Interest.



 


No interest shall accrue on the unpaid
principal balance of this Note.


 


		4.	Application of Payments.



 


All payments shall be applied first to payment in full of any costs
incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the
payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.


 


		5.	Events of Default.



 


The following shall constitute an event
of default (“Event of Default”):


 


(a) Failure to Make Required
Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.


 


(b) Voluntary Bankruptcy, Etc.
The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar
law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit
of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker
in furtherance of any of the foregoing.


 






     


     


    

 


(c) Involuntary Bankruptcy, Etc.
The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under
any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.


 


		6.	Remedies.



 


(a) Upon the occurrence of an Event
of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence of an Event
of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard
to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.


 


		7.	Waivers.



 


Maker and all endorsers and guarantors
of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard
to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption
from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired
by Payee.


 


		8.	Unconditional Liability.



 


Maker hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be
unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension
of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers,
or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional
makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


		9.	Notices.



 


All notices, statements or other documents
which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered
or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by
facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such
party or (iii) by electronic mail (including .pdf), to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed
to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if
sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


		10.	Construction.



 


This note shall be construed and enforced
in accordance with the laws of New York.


 


		11.	Severability.



 


Any provision contained in this Note
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


		12.	Trust Waiver.



 


Notwithstanding anything herein to the
contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution
of or from the trust account to be established in which proceeds of the IPO (including the deferred underwriting discounts and commissions)
and proceeds of the sale of the warrants issued in a private placement to occur in connection with the IPO are to be deposited, as described
in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with
the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any
reason whatsoever.


 


		13.	Amendment; Waiver.



 


Any amendment hereto or waiver of any
provision hereof may be made with, and only with, the written consent of Maker and Payee.


 


		14.	Assignment.



 


No assignment or transfer of this Note
or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent
of the other party hereto and any attempted assignment without the required consent shall be void.


 


[Signature Page Follows]


 






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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned on
the day and year first above written.


 


	CAPITALWORKS EMERGING MARKETS ACQUISITION CORP.	 
	 	 	 
	 	 	 
	By:	/s/ Herman Kotze	 
	Name:	Herman Kotze	 
	Title:	Chief Financial Officer	 
	 	 	 
	 	 	 
	Agreed and acknowledged:	 
	 	 	 
	CEMAC Sponsor LP	 
	 	 	 
	By: CEMAC Sponsor GP, its general partner	 
	 	 	 
	 	 	 
	By:	/s/ Robert Oudhof	 
	Name:	Robert Oudhof	 
	Title: 	Director