Exhibit 10.1


 


Execution Version


 


November 30, 2021


 


Capitalworks Emerging Markets Acquisition Corp


25 West 39th Street, Suite 700


New York, NY 10018


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered
into by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”),
and Barclays Capital Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units
(including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”),
each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”),
and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase
one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
registration statement on Form S-1 and a prospectus (the “Prospectus”), filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The Nasdaq Global
Market (“Nasdaq”). Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Representative
to enter into the Underwriting Agreement and to proceed with the Public Offering, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”),
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby agree with the Company as follows:


 


1.             The
Sponsor and each Insider hereby agree that in the event that the Company fails to consummate a Business Combination within 15 months
from the closing of the Public Offering (or 18 months from the closing of the Public Offering if the period of time to consummate a business
combination is extended, as described in detail in the Prospectus), or such later period approved by the Company’s shareholders
in accordance with the Company’s amended and restated memorandum and articles of association, as may be amended from time to time
(the “Charter”), the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 Business Days
thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Units in the Public
Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), divided by the number of then-outstanding Offering Shares, which redemption
will completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject
in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and requirements of other
applicable law. The Sponsor and each Insider agree to not propose any amendment to the Charter to (a) modify the substance or timing
of the Company’s obligation to allow redemption in connection with a Business Combination or the Company’s obligation to
redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period set forth in the Charter
or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity,
unless the Company provides Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then-outstanding Offering
Shares.


 






     


     


    

 


2.             The
Sponsor and each Insider acknowledge that, with respect to the Founder Shares and Private Placement Warrants (and the Ordinary Shares
accrued pursuant to exercise of such Warrants) held by it, him or her, it, he or she has no right, title, interest or claim of any kind
in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company. The Sponsor
and each Insider hereby agree that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, it, he or she shall vote any Shares (whether purchased before, during or after the Public Offering,
including in open market and privately negotiated transactions) owned by it, him or her in favor of any proposed Business Combination.
The Sponsor and each Insider hereby further waive, with respect to any Shares held by it, him or her, if any, any redemption rights it,
he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available
in the context of (i) a shareholder vote to approve such Business Combination or (ii) a shareholder vote to approve an amendment
to the Charter to (a) modify the substance or timing of the Company’s obligation to allow redemption in connection with a
Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time
period set forth in the Charter or (b) with respect to any other provision relating to shareholders’ rights or pre-initial
Business Combination activity (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Offering
Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter). If
the Company engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that
it, he or she will not seek to sell its, his or her Shares to the Company in connection with such tender offer.


 


3.             During
the period commencing on the date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall
not, without the prior written consent of the Representative, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Units, Ordinary Shares underlying
such Units, Founder Shares, Warrants, Private Placement Warrants or any securities convertible into, or exercisable or exchangeable for,
shares owned by it, him or her, or publicly announce any intention to effect any transaction specified herein. The provisions of this
paragraph 3 will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee
has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.


 


4.             In
the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (in such capacity, the “Indemnitor”), which for purposes of
clarification shall not extend to any other shareholders, members or managers of the Sponsor, or any of the other undersigned, agrees
to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but
not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services
rendered (other than the Company’s independent registered public accountants) or products sold to the Company or (ii) any
prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement
or business combination agreement (each, a “Target”); provided, however, that such indemnification of the Company
by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered
(other than the Company’s independent registered public accountants) or products sold to the Company or a Target do not reduce
the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Offering Share and (2) the actual amount per Offering
Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Offering Share is then
held in the Trust Account due to reductions in the value of the trust assets, less interest earned on the funds in the Trust Account
which may be withdrawn to pay income taxes, (y) shall not apply to any claims by a third party or a Target which executed a waiver
of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply
to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). In the event that any such executed waiver is deemed to be unenforceable
against such third party, the Indemnitor shall not be responsible to the extent of any liability for such third-party claims. The Indemnitor
shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15
days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall
undertake such defense.


 






     


     


    

 


5.             To
the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 3,000,000 Units within 45 days
from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of
Founder Shares in the aggregate equal to 750,000 multiplied by a fraction (i) the numerator of which is 3,000,000 minus the number
of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000.
All references in this Letter Agreement to Founder Shares being forfeited shall take effect as
surrenders for no consideration of such Founder Shares as a matter of Cayman Islands law. For clarity, the forfeiture shall yield
the result that the Initial Shareholders will own an aggregate of 20% of the Company’s issued and outstanding Shares after the
Public Offering (assuming that the Initial Shareholders do not purchase any Units in the Public Offering).


 


6.             The Sponsor and each Insider hereby agree and acknowledge that: (i) the Underwriters and the Company would be irreparably
injured in the event of a breach by the Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a),
7(b), and, solely as to each D&O Insider (as defined in paragraph 8 below), 8, as applicable, of this Letter Agreement, (ii) monetary
damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to seek injunctive relief,
in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7.                                          
 


 


		(a)	The Sponsor and each Insider agree that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion
thereof) until the earlier of (i) one year after the completion of the Company’s initial Business Combination or (ii) subsequent
to the Company’s initial Business Combination, (x) the first date on which the last reported sale price of the Ordinary Shares
equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that
results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property
(the “Founder Shares Lock-Up Period”).



 


		(b)	Notwithstanding anything to the contrary set forth in paragraph 7(a) (which such paragraph 7(a) is inapplicable to the Private Placement
Warrants (and the Ordinary Shares issued or issuable upon the exercise thereof)), the Sponsor and each Insider agree that it, he or she
shall not Transfer any Private Placement Warrants (or Ordinary Shares issued or issuable upon the exercise thereof) until 30 days after
the completion of the Company’s initial Business Combination (the “Private Placement Warrants Lock-Up Period”,
together with the Founder Shares Lock-Up Period, the “Lock-Up Periods”).



 


		(c)	Notwithstanding anything to the contrary set forth in paragraphs 7(a) and 7(b) Transfers of the Founder Shares, Private Placement
Warrants and Ordinary Shares issued or issuable upon the exercise or conversion thereof and, with respect to the Founder Shares, Private
Placement Warrants and Ordinary Shares issued or issuable upon the exercise or conversion thereof, that are held by the Sponsor, any Insider
or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (i) to the Company’s officers
or directors, any affiliates or family members of any of the Company’s officers or directors, the Sponsor or any members or affiliates
of the Sponsor; (ii) 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;
(iii) in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual; (iv) in
the case of an individual, pursuant to a qualified domestic relations order; (v) by
private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price
at which the Founder Shares, Private Placement Warrants or Ordinary Shares were originally purchased; (vi) to an entity that is an
affiliate of the holder; (vii) in the event of the Company’s liquidation prior to the completion of an initial Business Combination;
(viii) by virtue of the laws of the Cayman Islands, the Charter or the Sponsor’s exempted limited partnership agreement, as
amended, upon winding up and dissolution of the Sponsor; (ix) in the event of the Company’s liquidation,
merger, capital stock 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 completion of an initial Business
Combination or (x) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination;
provided, however, that, in the case of clauses (i) through (vi) or (viii), these permitted transferees must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions in this paragraph 7 and the other restrictions contained in this Letter
Agreement.



 


8.             Each
of the Insiders who is or is nominated to be a director or officer of the Company (each, a “D&O Insider”) agrees
to serve in such capacity until the earlier of the consummation by the Company of an initial Business Combination, the liquidation of
the Company, or his or her removal, death or incapacity. The Sponsor and each D&O Insider represents and warrants that it, he or
she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked. Each D&O Insider’s biographical information furnished
to the Company (including any such information included in the Prospectus) is true and accurate in all material respects, does not omit
any material information with respect to such D&O Insider’s background and contains all of the information required to be disclosed
pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. Each D&O Insider’s questionnaire furnished to
the Company and the Representative is true and accurate in all material respects. Each D&O Insider represents and warrants that it,
he or she (i) is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction and (ii) has never been
convicted of, or pleaded guilty to, any crime (a) involving fraud, (b) relating to any financial transaction or handling of
funds of another person, or (c) pertaining to any dealings in any securities and (iii) is not currently a defendant in any
such criminal proceeding.


 






     


     


    

 


9.             Except
as disclosed in the Prospectus, neither the Sponsor nor any Insider, nor any affiliate of the Sponsor or any Insider, shall receive from
the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation
prior to, or in connection with, any services rendered in order to effectuate, the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is), other than the following, none of which may be made from the proceeds
held in the Trust Account prior to the completion of an initial Business Combination: (i) repayment
of a loan of up to an aggregate of $300,000 made to the Company by the Sponsor; (ii) payment to an affiliate of the Sponsor of a
total of $20,000 per month for administrative and support services; (iii) reimbursement for any reasonable out-of-pocket expenses
related to identifying, investigating, negotiating and completing an initial Business Combination, (iv) repayment of working capital
loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor
or any of the Company’s officers or directors in connection with an intended initial Business Combination and (v) repayment of
extension loans, if any, made by the Sponsor or an affiliate or designee of the Sponsor in connection with an extension of the period
of time to complete a business combination as described in the Prospectus; provided that if the Company does not consummate an initial
Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned
amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such working capital loans and
up to $2,300,000 of such extension loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.
Such warrants would be identical to the Private Placement Warrants.


 


10.           The
Sponsor and each Insider represent and warrant, severally and not jointly, that it, he or she has full right and power, without violating
any agreement to which it, he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with
any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the
board of directors of the Company and hereby consent to being named in the Prospectus as an officer and/or director of the Company.


 






     


     


    

 


11.           As
used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Business Day”
shall mean each day that is not a Saturday, Sunday or other day on which banking institutions in The City of New York, New York, are
authorized or required by law to close; (iii) “Founder Shares” shall mean the 5,750,000 shares of the Company’s
Class B ordinary shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering
(up to 750,000 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised
in full by the Underwriters) (and the shares into which the Founder Shares are converted); (iv) “Initial Shareholders”
shall mean the Sponsor and any Insider that holds Founder Shares prior to the consummation of the Public Offering; (v) “Private
Placement Warrants” shall mean 10,500,000 Warrants (or 11,700,000 Warrants if the over-allotment option is exercised in full
by the Underwriters) that the Sponsor has agreed to purchase for an aggregate purchase price of $10,500,000 (or $11,700,000 if the over-allotment
option is exercised in full by the Underwriters), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the
consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of the Offering Shares;
(vii) “Shares” shall mean, collectively, the Ordinary Shares and the Founder Shares; (viii) “Trust Account”
shall mean the trust account into which the net proceeds of the Public Offering and certain proceeds from the sale of the Private Placement
Warrants shall be deposited; and (ix) “Transfer” shall mean the (a) sale of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder, with respect to any security, (b) entry into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a)
or (b).


 


12.           The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each D&O
Insider shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available
for any of the Company’s directors or officers.


 


13.           This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they
relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by all parties hereto.


 


14.           No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph 14 shall be void and ineffectual and shall not
operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Company,
the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


15.           Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation (other than the parties hereto) any
right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof.
All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive
benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16.           This
Letter Agreement may be executed in any number of original, facsimile or other electronic 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.
Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act
of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.


 


17.           This
Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 






     


     


    

 


18.           This
Letter Agreement shall be governed by and construed and enforced in accordance with 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 parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


19.           Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile or other electronic transmission.


 


20.           This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-Up Periods or (ii) the liquidation of the
Company; provided that paragraph 4 of this Letter Agreement shall survive such liquidation.


 






     


     


    

 


	 	Sincerely,
	 	 
	 	CEMAC SPONSOR LP
	 	 
	 	By: CEMAC SPONSOR GP, its general partner
	 	 
	 	By:	/s/ Robert Oudhof
	 	Name:	Robert Oudhof
	 	Title:	 Director
	 	 
	 	INSIDERS
	 	 
	 	/s/ Roberta Brzezinski
	 	Name:	Roberta Brzezinski
	 	 
	 	/s/ Olivia Ouyang
	 	Name:	Olivia Ouyang
	 	 
	 	/s/ Herman Kotzé
	 	Name:	Herman Kotzé
	 	 
	 	/s/ Michael Faber
	 	Name:	 Michael Faber
	 	 
	 	/s/ Neil Harper
	 	Name:	Neil Harper
	 	 
	 	/s/ Whitney Baker
	 	Name:	Whitney Baker
	 	 
	 	/s/ Darius James Roth
	 	Name:	Darius James Roth




 


[Signature Page to Letter
Agreement]


 






     


     


    

 


Acknowledged and Agreed:


 



CAPITALWORKS EMERGING MARKETS ACQUISITION CORP


 


	By:	/s/ Roberta Brzezinski	 
	Name:	Roberta Brzezinski	 
	Title:	Chief Executive Officer	 




 


[Signature Page to Letter
Agreement]