Exhibit 4.1


 


WARRANT AGREEMENT


 


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”).


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”),
and one-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 10,000,000 warrants (or up to 11,500,000 warrants if the Over-allotment Option (as defined below)
is exercised in full) to public investors in the Offering (the “Public Warrants”), each whole Public Warrant
entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, as of the
30th of November, 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with CEMAC Sponsor LP, a Cayman
Islands exempted limited partnership (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate
of 10,500,000 warrants (or up to 11,700,000 warrants if the Over-allotment Option is exercised in full) simultaneously with the closing
of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit A hereto
(the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor
or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company
funds as the Company may require, of which up to $1,500,000 of such loans may be converted into warrants at a price of $1.00 per warrant
at the option of the lender (the “Working Capital Warrants”);


 


WHEREAS, as of the
15th of June, 2021, the Company entered into that certain Forward Purchase Agreement with Camber Base, LLC, a Delaware limited liability
company (the “Forward Purchaser”), pursuant to which immediately prior to the closing of the Company’s
initial Business Combination, the Forward Purchaser agreed to purchase, on a private placement basis, an aggregate of 2,000,000 Units,
consisting of 2,000,000 Ordinary Shares and 1,000,000 warrants (the “Forward Purchase Warrants”), at a purchase
price of $10.00 per Unit;


 


WHEREAS, in order to
extend the period of time the Company has to consummate a Business Combination as described in the Prospectus (as defined below), the
Sponsor or its affiliates or designees may, but are not obligated to, loan the Company funds as the Company may require, of which up to
$2,000,000 of such loans may be convertible into up to an additional 2,000,000 warrants (or $2,300,000 of such loans may be convertible
into up to an additional 2,300,000 warrants, if the underwriters’ over-allotment option is exercised in full) at a price of $1.00
per warrant at the option of the lender (the “Extension Warrants”, and together with the Public Warrants, the
Private Placement Warrants, the Forward Purchase Warrants and Working Capital Warrants, the “Warrants”);


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
File No. 333-250613 (the “Registration Statement”), and a prospectus (the “Prospectus”),
for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
Public Warrants and the Ordinary Shares included in the Units;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


ARTICLE
I

Appointment of Warrant Agent


 


The Company hereby appoints
Continental Stock Transfer & Trust Company to act as agent for the Company for the Warrants, and Continental Stock Transfer &
Trust Company hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in
this Agreement.


 






     


     


    

 


ARTICLE
II


Warrants


 


Section 2.1               Form
of Warrant. Each Warrant shall initially be issued in registered form only. Physical certificates, if issued, shall be signed by,
or bear the facsimile signature of, the Chairman of the Board (as defined below), Chief Executive Officer, Chief Financial Officer or
other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance.


 


Section 2.2               Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


Section 2.3                Registration.


 


2.3.1          
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book entry form, the
Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented
by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository
Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary.
Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account,
a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver
to or upon the order of the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant
Certificates”) which shall be in the form annexed hereto as Exhibit B.


 


2.3.2          
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on any Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


Section 2.4              Detachability
of Warrants. The Ordinary Shares and the Public Warrants comprising the Units shall begin separate trading on the 52nd day following
the date of the Prospectus or, if such 52nd day is not a day, other than a Saturday, Sunday or federal holiday, on which banks in New
York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business
Day following such date, or earlier (the “Detachment Date”) with the consent of Barclays Capital Inc. (the
 “Underwriter”), but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately
traded until (A) the Company has filed (i) a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by
the Underwriter of its right to purchase additional Units in the Offering (the “Over-allotment Option”), if
the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) a second or amended Current Report
on Form 8-K to provide updated financial information to reflect the Underwriter’s exercise of the Over-allotment Option, if the
Over-allotment Option is exercised following the filing of the Current Report on Form 8-K pursuant to clause (i) above, and (B) the Company
issues a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 


Section 2.5              No
Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the Units.
If, upon the detachment of Public Warrants from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant,
the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 






     


     


    

 


Section 2.6              Private
Placement Warrants, Working Capital Warrants and Extension Warrants. The Private Placement Warrants, the Working Capital
Warrants and the Extension Warrants shall be identical to the Public Warrants, except that, so long as they are held by the Sponsor
or any of its Permitted Transferees (as defined below), as applicable, they: (i) may be exercised for cash or on a cashless basis,
pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon their exercise, subject to certain
exceptions, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial
Business Combination (as defined below), (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof, and
(iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than
$18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the
Private Placement Warrants, the Working Capital Warrants and the Extension Warrants and any Ordinary Shares issued upon exercise of
the Private Placement Warrants, the Working Capital Warrants or the Extension Warrants that, in each case, are held by the original
purchasers thereof or any Permitted Transferees may be transferred by the holders thereof:


 


(a)               to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, the
Sponsor, any member(s) of the Sponsor, or any affiliates of the Sponsor, or any affiliates of such members and funds and accounts advised
by such members or any limited partners of any such funds that are invested in the Sponsor;


 


(b)              in
the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is
a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;


 


(c)              in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual;


 


(d)              in
the case of an individual, pursuant to a qualified domestic relations order;


 


(e)              by
private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no
greater than the price at which the Private Placement Warrants, the Working Capital Warrants, the Extension Warrants or the Ordinary
Shares, as the case may be, were originally purchased;


 


(f)               to an entity that is an Affiliate of such holder;


 


(g)              in
the event of the Company’s liquidation prior to the consummation of the Company’s initial Business Combination;


 


(h)              by virtue of the laws of the Cayman Islands or the Sponsor’s exempted limited partnership agreement upon the winding up and
subsequent dissolution of the Sponsor;


 


(i)               in
the event of the Company’s liquidation, merger, capital share exchange, reorganization or other similar transaction which results
in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property
subsequent to the Company’s completion of its initial Business Combination; or


 


(j)               to
the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination;


 


provided, however, that,
in the case of clauses (a) through (f) or (h), any such transferees (the “Permitted Transferees”) enter into
a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. As used herein “Affiliate”
means, with respect to any holder any other person who, directly or indirectly (including through one or more intermediaries), controls,
is controlled by, or is under common control with, such person. For purposes of this definition, “control,”
when used with respect to any specified person, shall mean the power, direct or indirect, to direct or cause the direction of the management
and policies of such person, whether through ownership of voting securities or partnership or other ownership interests, by contract or
otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.


 


Section 2.7              Forward
Purchase Warrants. The Forward Purchase Warrants shall be identical to the Public Warrants.


 


ARTICLE
III

Terms and Exercise of Warrants.


 


Section 3.1              Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof,
subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein,
at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section
3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash
or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which Ordinary
Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise required by
the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided, that the Company shall
provide at least three (3) Business Days prior written notice of such reduction to Registered Holders of the Warrants and, provided further
that any such reduction shall be identical among all of the Warrants.


 






     


     


    

 


Section 3.2              Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the
later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital share exchange,
asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a
 “Business Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering,
and terminating at 5:00 p.m., New York City time, on the earlier to occur of: (x) the date that is five (5) years after the date on which
the Company completes its initial Business Combination, (y) the commencement of the winding up and liquidation of the Company in accordance
with the Company’s amended and restated memorandum and articles of association, as amended from time to time, if the Company fails
to complete a Business Combination, or (z) other than with respect to the Private Placement Warrants, the Working Capital Warrants and
the Extension Warrants to the extent then held by the original purchasers thereof or their Permitted Transferees, with respect to a redemption
pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as
provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise
of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with
respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive
the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant, a Working Capital Warrant or an Extension
Warrant to the extent then held by the original purchasers thereof or their Permitted Transferees in connection with a redemption pursuant
to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with
Section 4 hereof), Section 6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof)), each outstanding
Warrant (other than a Private Placement Warrant, a Working Capital Warrant or an Extension Warrant to the extent then held by the original
purchasers thereof or their Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference
Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof)
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this
Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration
of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written
notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in
duration among all the Warrants.


 


Section 3.3                Exercise
of Warrants.


 


3.3.1          
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder
thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants
to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary, to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the
Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any
Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the
Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and
all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance
of such Ordinary Shares, as follows:


 


(a)              in
lawful money of the United States, by certified check payable to the order of the Warrant Agent or by wire transfer of immediately available
funds;


 


(b)              in the event of a redemption pursuant to the terms hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value,” as defined in this subsection 3.3.1(b), over the
Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair
Market Value” shall mean the average reported closing price of the Ordinary Shares for the ten (10) trading days ending on the third
trading day period prior to the date on which the notice of redemption is sent to the holders of the Warrant, pursuant to the terms hereof;


 


(c)              with
respect to any Private Placement Warrant, Working Capital Warrant or Extension Warrant, so long as such Private Placement Warrant, Working
Capital Warrant or Extension Warrant is held by the original purchasers thereof or their Permitted Transferees, as applicable, by surrendering
the Warrants for that number of Ordinary Shares equal to (i) if in connection with a redemption of Warrants pursuant to Section 6.2 hereof,
as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair
Market Value”, as defined in this subsection 3.3.1(c) over the Warrant Price by (y) the Fair Market Value. Solely
for purposes of this subsection 3.3.1(c) the “Fair Market Value” shall mean the average of the last
reported sale prices of the Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on which
notice of exercise of the Warrant is received by the Warrant Agent;


 


(d)              as
provided in Section 6.2 hereof with respect to a Make-Whole Exercise;


 


(e)              as
provided in Section 7.4 hereof.


 






     


     


    

 


3.3.2           Issuance
of Ordinary Shares upon Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it
is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if
such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the
number of Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing and subject to the
Company satisfying its obligations in Section 7.4, the Company shall not be obligated to deliver any Ordinary Shares pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the
Securities Act with respect to the Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is
current, or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated
to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been
registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence
of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not
satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may
have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full
purchase price for the Unit solely for the Ordinary Shares underlying such Unit. In no event will the Company be required to net
cash settle the exercise of any Warrant (other than as specifically provided herein). The Company may require holders of Public
Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4 hereof. If, by reason
of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole
number, the number of Ordinary Shares to be issued to such holder.


 


3.3.3          
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and non-assessable.


 


3.3.4          
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is
issued shall and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder
of record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,
except that, if the date of such surrender and payment is a date when the register of members of the Company or book-entry system of the
Warrant Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the
next succeeding date on which the share transfer books or book-entry system are open.


 


3.3.5          
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event he, she or it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the
holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such
exercise, such holder (together with such holder’s affiliates or any other person subject to aggregation with such person for purposes
of the “beneficial ownership” test under Section 13 of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”), or any “group” (within the meaning of Section 13 of the Exchange
Act) of which such person is or may be deemed to be a part), to the Warrant Agent’s actual knowledge, would beneficially own (within
the meaning of Section 13 of the Exchange Act) (or to the extent that for any reason the equivalent calculation under Section 16 of the
Exchange Act and the rules and regulations thereunder would result in a higher ownership percentage, such higher percentage would be)
in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the Ordinary
Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary
Shares beneficially owned by such holder and his, her or its affiliates or any such other person or group shall include the number of
Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned
by such holder and his, her or its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company beneficially owned by such holder and his, her or its affiliates (including, without limitation, any convertible notes
or convertible preferred share or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.
Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act. For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder
may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding
Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder
and his, her or its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to
the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any
other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 






     


     


    

 


ARTICLE
IV

Adjustments


 


Section 4.1                 Share Dividends.


 


4.1.1           Sub-Divisions.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is
increased by a share dividend payable in Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on
the effective date of such share dividend, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each
Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of
Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value”
(as defined below) shall be deemed a share dividend of a number of Ordinary Shares equal to the product of (i) the number of the
Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for the Ordinary Shares) and (ii) one (1) minus the quotient of (x) the price per Ordinary
Share paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the
rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary
Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon
exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the
Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the
Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such
rights.


 


4.1.2          
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or
other shares of the Company into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b)
Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with
a proposed initial Business Combination by the Company, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection
with a shareholder vote to approve an amendment the Company’s amended and restated memorandum and articles of association to (i)
modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination
or the Company’s obligation to redeem 100% of the Ordinary Shares included in the Units sold in the Offering if the Company does
not complete its initial Business Combination within the time period set forth in the Company’s amended and restated memorandum
and articles of association or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity or (e) in connection with the redemption of the Ordinary Shares included in the Units sold in the Offering upon the
failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price
shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair
market value (as determined by the Company’s Board of Directors (the “Board”), in good faith) of any securities
or other assets paid on Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share
amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of
declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to
the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units
in the Offering). Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays
a cash dividend of $0.35 per share and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary
Shares during the 365-day period ending on the date of declaration of such $0.35 per share dividend, then the Warrant Price will be decreased,
effective immediately after the effective date of such $0.35 per share dividend, by $0.25 (the absolute value of the difference between
$0.75 per share (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such
$0.35 dividend) and $0.50 per share (the greater of (x) $0.50 per share and (y) the aggregate amount of all cash dividends and cash distributions
paid or made in such 365-day period prior to such $0.35 dividend)).


 


Section 4.2              Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number
of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse sub division or reclassification of Ordinary Shares
or other similar event, then, on the effective date of such consolidation, combination, reverse sub division, reclassification or similar
event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding
Ordinary Shares.


 


Section 4.3                 Adjustments
in Warrant Price.


 


4.3.1          
Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection
4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise
of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.


 


4.3.2           If
(x) the Company issues additional Ordinary Shares (except issuances of Ordinary Shares upon conversion of Founder Shares) or
exchange Founder Shares convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in
connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per
Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of
any such issuance to the Sponsor or any of its affiliates, without taking into account any shares of Class B ordinary shares of the
Company, par value $0.0001 per share (the “Founder Shares”), held by the Sponsor or such affiliates, as
applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its respective
affiliates, without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is
effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60%
of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the
consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the
Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an
initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00
per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to
be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price
described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly
Issued Price.


 






     


     


    

 


Section 4.4              Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other
than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such
Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company
as another entity (other than a consolidation or merger in which the Company is the continuing entity and that does not result in any
reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior
to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Ordinary
Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such
consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which
each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders
of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made
by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Company’s amended
and restated memorandum and articles of association or as a result of the repurchase of Ordinary Shares by the Company if a proposed
initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than
50% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest
amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary
Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided,
further, that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable
in the form of Ordinary Shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an
established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered
Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable
event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount
(in dollars) (but in no event less than zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus
(ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the
Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes
of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share
shall be the volume weighted average price of the Ordinary Share as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the
HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event,
and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the
Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists
exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the amount of cash per Ordinary Share,
if any, paid to holders plus the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period
ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results
in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or
Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
to less than the par value per share issuable upon exercise of the Warrant.


 






     


     


    

 


Section 4.5              Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such
event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


Section 4.6              No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number of Ordinary Shares to be issued to such holder.


 


Section 4.7              Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change
in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


Section 4.8              Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this
Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an
adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which
shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided,
however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance
of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent
with any adjustment recommended in such opinion.


 


Section 4.9              No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Founder Shares into Ordinary Shares or the conversion of the Founder Shares into Ordinary Shares, in each
case, pursuant to the Company’s amended and restated memorandum and articles of association, as may be amended from time to time.


 


ARTICLE
V

Transfer and Exchange of Warrants.


 


Section 5.1              Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


Section 5.2              Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein
or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depositary,
to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided, further, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants,
the Working Capital Warrants and the Extension Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange
thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.


 


Section 5.3              Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance
of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


Section 5.4               Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 






     


     


    

 


Section 5.5              Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


Section 5.6              Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with
the Unit in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Unit shall operate also to transfer the Public Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of
Warrants on and after the Detachment Date.


 


ARTICLE
VI

Redemption


 


Section 6.1              Redemption
of Warrants for Cash at $0.01 Per Warrant. Subject to Section 6.5 hereof, at any time during the Exercise Period, the Company
may, at its option, redeem all (and not part) of the outstanding Warrants (other than the Private Placement Warrants, the Working Capital
Warrants and the Extension Warrants) at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described
in Section 6.3 below, at a Redemption Price (as defined in Section 6.3 hereof) of $0.01 per Warrant, provided that (a)
the last reported sale price of the Ordinary Shares for any 10 trading days within a 20-trading day period ending on the third trading
day prior to the date on which the Company sends the notice of redemption to the Registered Holders equals or exceeds $18.00 per share
(subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the
issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section 6.3 below).


 


Section 6.2              Redemption
of Warrants for Cash at $0.10 Per Warrant. Subject to Section 6.5 hereof, at any time during the Exercise Period, the Company
may, at its option, redeem all (and not part) of the outstanding Warrants at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the
Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the
Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement
Warrants, the Working Capital Warrants and the Extension Warrants are also concurrently called for redemption on the same terms as the
outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2,
Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” and receive a
number of Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table
as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined
in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the
 “Redemption Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported
during the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is
sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the
Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described
above ends.


 


	Redemption Date	 	Redemption Date Fair Market Value of Ordinary Shares	 
	(period to expiration of warrants)	 	≤10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 


The exact Redemption Fair
Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Redemption Fair Market
Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares
to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number
of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable,
based on a 365-or 366-day year, as applicable.


 






     


     


    

 


The share prices set forth
in the column headings of the table above shall be adjusted as of any date on which the number of Ordinary Shares issuable upon exercise
of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. If the number of Ordinary Shares issuable upon exercise
of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment and
the denominator of which is the Warrant Price immediately prior to such adjustment. In such an event, the number of shares in the table
above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon
exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise
of a Warrant as so adjusted. If the Warrant Price is adjusted, (a) in the case of an adjustment pursuant to subsection 4.3.2 hereof,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction,
the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in
the case of an adjustment pursuant to subsection 4.1.2 hereof, the adjusted share prices in the column headings shall equal the
share prices immediately prior to such adjustment less the decrease in the Warrant Price pursuant to such Warrant Price adjustment. In
no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject
to adjustment).


 


Section 6.3              Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, pursuant to Section
6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the
 “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption Price”
shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference
Value” shall mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty
(30) trading-day period ending on the third (3rd) trading day prior to the date on which
notice of the redemption is given.


 


Section 6.4              Exercise After Notice of Redemption. The Warrants may be exercised for cash (or, at the Registered Holder’s election,
on a “cashless basis” in accordance with Section 6.2 hereof) at any time after notice of redemption pursuant
to Section 6.1 or 6.2 hereof, as applicable, shall have been given by the Company pursuant to Section 6.3 hereof
and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price.


 


Section 6.5              Exclusion of Private Placement Warrants, Working Capital Warrants and Extension Warrants. The Company agrees that (a) the
redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants
or the Extension Warrants if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Extension Warrants
continue to be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply
to the Private Placement Warrants, the Working Capital Warrants or the Extension Warrants if at the time of the redemption such Private
Placement Warrants, Working Capital Warrants or Extension Warrants continue to be held by the original purchasers thereof or their Permitted
Transferees. However, once such Private Placement Warrants, Working Capital Warrants or Extension Warrants are transferred (other than
to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants, the Working
Capital Warrants and the Extension Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption
are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Extension Warrants to
exercise such Private Placement Warrants, Working Capital Warrants or Extension Warrants prior to redemption pursuant to Section 6.4
hereof. The Private Placement Warrants, the Working Capital Warrants and the Extension Warrants that are transferred to persons other
than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Extension Warrants
and shall become Public Warrants under this Agreement.


 


ARTICLE
VII

Other Provisions Relating to Rights of Holders of Warrants


 


Section 7.1              No
Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as a shareholder in respect of the meetings of shareholders or the appointment of directors of the Company or any
other matter.


 


Section 7.2              Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 






     


     


    

 


Section 7.3                Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares
that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


Section 7.4                 Registration
of Ordinary Shares; Cashless Exercise at Company’s Option.


 


7.4.1          
Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than thirty (30)
Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the
Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
Warrants. The Company shall use commercially reasonable efforts to cause the same to become effective as soon as reasonably practicable
after the closing of the Company’s initial Business Combination and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this
Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Company’s
initial Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after
the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during
any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary
Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of
Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price
by (y) the Fair Market Value and (B) 0.361 per whole Warrant. Solely for purposes of this subsection 7.4.1, “Fair Market
Value” shall mean the average of reported last sale price of the Ordinary Shares as reported during the ten (10) trading
day period ending on the third trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder
of such Warrants or his, her or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant
Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a
Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be
an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with
this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise
shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule
144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.
Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised
or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences
of this subsection 7.4.1.


 


7.4.2          
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant,
Private Placement Warrant, Working Capital Warrant or Extension Warrant not listed on a national securities exchange such that, as a result,
the Ordinary Shares do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities
Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants, Private Placement Warrants, Working
Capital Warrants or Extension Warrants who exercise Public Warrants, Private Placement Warrants, Working Capital Warrants or Extension
Warrants to exercise such Public Warrants, Private Placement Warrants, Working Capital Warrants or Extension Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection
7.4.1 and (ii) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration
statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary
Shares issuable upon exercise of the Public Warrants, Private Placement Warrants, Working Capital Warrants or Extension Warrants under
applicable blue sky laws to the extent an exemption is not available.


 


ARTICLE
VIII

Concerning the Warrant

Agent and Other Matters.


 


Section 8.1                 Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.


 


Section 8.2                 Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1           Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period
of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of
a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be
a corporation or other entity organized and existing under the laws of the State of New York, in good standing and having its
principal office in the United States of America, and authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of
any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more
fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 






     


     


    

 



 


8.2.2          
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such
appointment.


 


8.2.3          
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be
consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


Section 8.3                
Fees and Expenses of Warrant Agent


 


8.3.1          
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that
the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2          
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 


Section 8.4               
Liability of Warrant Agent.


 


8.4.1          
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Secretary or Chairman of the
Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2          
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except
as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3          
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to
this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.


 


Section 8.5                Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary
Shares through the exercise of the Warrants.


 


Section 8.6                Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all
Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 






     


     


    

 


ARTICLE
IX





Miscellaneous Provisions


 


Section 9.1                Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns.


 


Section 9.2                Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Company with the Warrant Agent), as follows:


 


Capitalworks Emerging Markets Acquisition Corp


25 West 39th Street, Suite 700

New York, New York 10018


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Compliance Department


 


With a copy in each case to:


 


DLA Piper LLP (US)


1251 Avenue of the Americas


New York, NY 10020


Attn: Marjorie Adams, Esq.; Stephen P. Alicanti, Esq.


Email: Marjorie.Adams@us.dlapiper.com; Stephen.Alicanti@us.dlapiper.com


 


Section 9.3                
Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants
shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such jurisdiction and
that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits
brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United
States of America are the sole and exclusive forum.


 


Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court
other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 


Section 9.4                
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and
their successors and assigns and of the Registered Holders of the Warrants.


 


Section 9.5                
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 






     


     


    

 


Section 9.6                Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signed
copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same
legal effect as delivery of an original signed copy of this Agreement.


 


Section 9.7                
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 


Section 9.8                
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the
purpose of curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms
of the Warrants and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained
herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide
for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of at
least 50% of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants,
Working Capital Warrants or Extension Warrants or any provision of this Agreement with respect to the Private Placement Warrants, Working
Capital Warrants or Extension Warrants, at least 50% of the number of then outstanding Private Placement Warrants, Working Capital Warrants
and Extension Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise
Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


Section 9.9                
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 






     


     


    

 


	 	CAPITALWORKS EMERGING MARKETS ACQUISITION CORP
	 	 
	 	By:	/s/ Roberta Brzezinski
	 	 	Name:	Roberta Brzezinski
	 	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 
	 	By:	 /s/ Michael Goedecke
	 	 	Name:	 Michael Goedecke
	 	 	Title:	Vice President




 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A


 


LEGEND


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER
AGREEMENT BY AND AMONG CAPITALWORKS EMERGING MARKETS ACQUISITION CORP (THE “COMPANY”) AND THE OTHER PARTIES THERETO, THE SECURITIES
REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES
ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE
(AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED HEREBY
AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 






     


     


    

 


EXHIBIT B


 


[Form of Warrant Certificate]


 






     


     


    

 


	Number 	 



 


Warrants


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR IN THE


WARRANT AGREEMENT DESCRIBED BELOW


CAPITALWORKS EMERGING MARKETS ACQUISITION CORP


Incorporated Under the Laws of the Cayman Islands


CUSIP KYG1889L1260


Warrant Certificate


 


This Warrant
Certificate certifies that ___________________, or registered assigns, is the registered holder of ___ warrants evidenced hereby (the
 “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value per
share (the “Ordinary Shares”), of Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted
company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the
Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set
forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable
in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of
America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent
referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for
one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round
down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable
upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Warrant Price per Ordinary Share for
any Warrant is equal to $11.50 per Ordinary Share. The Warrant Price is subject to adjustment upon the occurrence of certain events set
forth in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions as set forth in the Warrant Agreement.


 


Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent.


 


This Warrant Certificate shall be governed by and
construed in accordance with the internal laws of the State of New York, without regards to principles of conflicts of laws.


 


[Signature page follows]


 






     


     


    

 


	 	CAPITALWORKS EMERGING MARKETS ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name: Roberta Brzezinski
	 	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER &
    TRUST COMPANY as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 









     


     


    

 


Form of Warrant Certificate

[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive ___ Ordinary Shares and are issued or to be
issued pursuant to a Warrant Agreement dated as of November 30, 2021 (the “Warrant Agreement”), duly executed and delivered
by the Company to Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
 “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the
Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used
in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together
with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in
the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant Certificate
or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Ordinary
Shares to be issued upon exercise is effective under the Securities Act, and (ii) a prospectus thereunder relating to the Ordinary Shares
is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence
of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set forth on the face hereof may, subject to
certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the
holder of the Warrant.


 


Warrant Certificates, when surrendered at the principal
corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants
nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 






     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive _____ Ordinary Shares and herewith tenders payment for such Ordinary Shares
to the order of Capitalworks Emerging Markets Acquisition Corp (the “Company”) in the amount of $_____ in accordance
with the terms hereof. The undersigned requests that the register of members of the Company be updated to reflect the issuance of such
Ordinary Shares and a certificate for such Ordinary Shares be registered in the name of _____ whose address is _____ and that such Ordinary
Shares be delivered to _____ whose address is _____. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered
in the name of _____, whose address is _____ and that such Warrant Certificate be delivered to _____, whose address is _____.


 


In the event that the Warrant has been called for
redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant
pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with Section 6.2 of the Warrant Agreement.


 


In the event that the Warrant is a Private Placement
Warrant, a Working Capital Warrant or an Extension Warrant that is to be exercised on a “cashless” basis pursuant to Subsection
3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with Subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant
is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii)
the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of Ordinary
Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests
that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of _____, whose address
is _____ and that such Warrant Certificate be delivered to _____, whose address is _____.


 


[Signature Page Follows]


 






     


     


    

 


Date: _____ __, ____


 


	 	(Signature)
	 	(Address)
	 	(Tax Identification Number)




 


	Signature Guaranteed:




THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).