Exhibit
10.2


 


Execution
Version





 


INVESTMENT MANAGEMENT
TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of November 30, 2021 by and between Capitalworks Emerging
Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer
 & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-260513 (the “Registration Statement”), and prospectus (the
“Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (each, an “Ordinary
Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary
Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., as representative
(the “Representative”) to the several underwriters (the “Underwriters”) named therein;
and


 


WHEREAS, the Company has 15
months from the closing of the Offering to consummate an initial Business Combination (as defined below), with an automatic three-month
extension if the Company has signed a definitive agreement with respect to an initial Business Combination within such 15-month period
(the “Automatic Extension”), or if the Company anticipates that it will not be able to consummate an initial
Business Combination within 15 months and is not entitled to the Automatic Extension, the Company may, by resolution of its board of directors,
upon the request of the Company’s sponsor, CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”),
extend the period of time to consummate an initial Business Combination by an additional three months (for a total of up to 18 months
to complete such Business Combination) (the “Paid Extension”) and, in order to avail itself of the Paid Extension,
the Sponsor or its affiliates or designees, upon ten days’ advance notice prior to the applicable deadline, must deposit $2,000,000
(or $2,300,000 if the underwriters’ over-allotment option is exercised in full) into the Trust Account (as defined below), in exchange
for which the Sponsor will receive a non-interest bearing loan payable upon the consummation of a Business Combination; and


 


WHEREAS, as described in the
Prospectus, $204,000,000 (or $234,600,000 if the Underwriters’ option to purchase additional Units is exercised in full) of the
gross proceeds of the Offering, the sale of the Private Placement Warrants (as defined in the Underwriting Agreement) and the proceeds
from any loans in connection with a Paid Extension will be delivered to the Trustee to be deposited and held in a segregated trust account
located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders
of Ordinary Shares included in the Units issued in the Offering and the Underwriters as hereinafter provided (the amount to be delivered
to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and
the Public Shareholders and the Company and the Underwriters will be referred to together as the “Beneficiaries”);
and


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters’ option to purchase additional Units
is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters
upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.                  
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust
for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee located in the United
States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more)
in the United States, maintained by Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to
the Company;


 


(b) Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money
market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as
determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account
funds are invested or uninvested, the Trustee may earn bank credits or other consideration;


 






     


     


    

 


(d) Collect and receive, when
due, all interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 


(e) Promptly notify the Company
and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information
or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of tax returns
relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial
statements by the Company’s auditors;


 


(g) Participate in any plan
or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to
do so;


 


(h) Render to the Company monthly
written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of
the Trust Account only after and promptly following (x) receipt of, and only in accordance with, the terms of a letter from the Company
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable (“Termination
Letter”), signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer
of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000
of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y)
upon the date which is the later of (1) 15 months after the closing of the Offering (or 18 months after the closing of the Offering if
the period of time to consummate a business combination is extended, as described in detail in the Prospectus) and (2) such later date
as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles
of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its
taxes, if any (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record
as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited
in the Trust Account;


 


(j) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax
Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned
on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest
or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other
method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long as there is no reduction
in the principal amount initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in
the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated
by the Company in writing to make such distribution, so long as there is no reduction in the principal amount initially deposited in the
Trust Account (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be
payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder
Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders
redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s
amended and restated memorandum and articles of association;


 


(l) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above; and


 


(m) Upon receipt of an
extension letter in a form substantially similar to that attached hereto as Exhibit E (“Extension
Letter”) at least ten days prior to the applicable deadline, signed on behalf of the Company by an executive officer,
and receipt of the dollar amount specified in the Extension Letter on or prior to the applicable deadline, follow the instructions
set forth in the Extension Letter.


 






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2.                  
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions to
the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer
of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (k) hereof, the Trustee
shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith
and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that
the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4
hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in
connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle, compromise, or consent
to the entry of a judgement with respect to, any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees
set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees
shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay
such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall
pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall
not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided
in Section 2(b) hereof;


 


(d) In connection with any vote
of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee
an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding
such Business Combination;


 


(e) Provide the Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed
between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection
with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount be paid directly to the account
or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account
to the Company or any other person;


 


(g) Instruct the Trustee to
make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement;


 


(h) If the Company seeks to
amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s
obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial
Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within
the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares
or pre-initial business combination activity (in each case, an “Amendment”), the Company will provide the Trustee
with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for
the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with
such Amendment; and


 


(i) Within five (5) business
days after the Underwriters exercise their option to purchase additional Units (or any unexercised portion thereof) or such option to
purchase additional Units expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 






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3.                  
 Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations, perform
duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly
set forth herein;


 


(b) Take any action with respect
to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except
for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so
and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Change the investment of
any Property, other than in compliance with Section 1 hereof;


 


(e) Refund any depreciation
in principal of any Property;


 


(f) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report
or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the
truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be
genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any
waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;


 


(h) Verify the accuracy of the
information contained in the Registration Statement;


 


(i) Provide any assurance that
any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(j) File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare, execute and file
tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust
Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations,
except pursuant to Section 1(j) hereof; or


 


(l) Verify calculations, qualify
or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k)
hereof.


 


4.                  
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.                  
Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives
written notice to the Company that it desires to resign under this Agreement, the Company shall use its commercially reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee
within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the
Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New
York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 






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(b) At such time that the Trustee
has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b).


 


6.                  
Miscellaneous.


 


(a) The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred from the Trust
Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access
to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon
all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating
to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the funds.


 


(b) This 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. This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i),
1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five
percent (65%) or more of the then outstanding Ordinary Shares, par value $0.0001 per share, of the Company); provided that no such amendment
will affect any Public Shareholder who has properly elected to redeem his, her or its Ordinary Shares in connection with a shareholder
vote for an Amendment, this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto consent
to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving
any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT
TO TRIAL BY JURY.


 


(e) Any notice, consent or request
to be given in connection with any of the terms or provisions of this 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, electronic mail or facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


Email: fwolf@continentalstock.com; cgonzalez@continentalstock.com


 


if to the Company, to:


 


Capitalworks Emerging Markets Acquisition
Corp


25 West 39th Street, Suite
700


New York, New York 10018


 


in each case, with copies to:


 


DLA Piper LLP (US)


1251 Avenue of the Americas


New York, New York 10020


Attention: Marjorie Sybul Adams; Stephen
P. Alicanti


Email: marjorie.adams@us.dlapiper.com;
stephen.alicanti@us.dlapiper.com


 






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and


 


Barclays Capital Inc.


745 Seventh Avenue


New York, New York 10019


Attention: Syndicate Registration


 


and


 


Barclays Capital Inc.


745 Seventh Avenue


New York, New York 10009


Attention: Director of Litigation, Office
of the General Counsel


 


and


 


Akin Gump Strauss Hauer & Feld LLP


Robert S. Strauss Tower


2001 K Street N.W.


Washington, DC 20006


Attention: Anthony J. Renzi, Jr.


Email: trenzi@akingump.com


 


(f) Each of the Company and
the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g) This Agreement is the joint
product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(h) This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid
and sufficient delivery thereof.


 


(i) Each of the Company and
the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third-party beneficiary of this
Agreement.


 


(j) Except as specified herein,
no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee	 
	 	 	 	 
	By:	/s/
Francis Wolf	 
	 	Name:	Francis
Wolf	 
	 	Title: 	Vice President	 
	 	 	 	 
	CAPITALWORKS EMERGING MARKETS ACQUISITION CORP	 
	 	 	 	 
	By:	/s/
Roberta Brzezinski	 
	 	Name:	Roberta
Brzezinski	 
	 	Title: 	Chief Executive Officer	 






 


[Signature Page to Investment
Management Trust Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and Method of Payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the offering by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of the Offering by wire transfer; thereafter $10,000.00 on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k)	 	Billed by Trustee to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)	 	Prevailing rates	 



 


 


 






     


     


    

 


EXHIBIT A


 


[Letterhead of
Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Ladies and Gentlemen:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Capitalworks Emerging Markets Acquisition Corp (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of November 30, 2021 (the “Trust Agreement”), this is
to advise you that the Company has entered into an agreement with __________ (the “Target Business”) to consummate a business
combination with Target Business (the “Business Combination”) on or about _____ __, ____. The Company shall notify you at
least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business
Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in
the Trust Account will be immediately available for transfer to the account or accounts that the Representative (with respect to the Deferred
Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in
said trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative will earn
any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and
(ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other authorized officer
of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote
is held and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held
in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are
hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the
Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account
may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall
direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 	 
	 	Capitalworks Emerging Markets Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name: Roberta Brzezinski
	 	 	Title: Chief Executive Officer






 


cc: Barclays Capital Inc.


 






     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Ladies and Gentlemen:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Capitalworks Emerging Markets Acquisition Corp (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 30, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the
 “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum
and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected
_________ ___, 20__ as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their
share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while
on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent,
agree to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Company’s
amended and restated memorandum and articles of association. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 





	 	Very truly yours,
	 	 	 
	 	Capitalworks Emerging Markets Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name: Roberta Brzezinski
	 	 	Title: Chief Executive Officer





 


cc: Barclays Capital Inc.


 






     


     


    

 


EXHIBIT C


 


[Letterhead of
Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Tax Payment Withdrawal Instruction



 


Ladies and Gentlemen:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement Capitalworks Emerging Markets Acquisition Corp (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of November 30, 2021 (the “Trust Agreement”), the
Company hereby requests that you deliver to the Company $_________ of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at: J.P. Morgan Chase Bank, N.A..


 





	 	Very truly yours,
	 	 	 
	 	Capitalworks Emerging Markets Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name: Roberta Brzezinski
	 	 	Title: Chief Executive Officer





 





cc: Barclays Capital Inc.


 






     


     


    

 


EXHIBIT D


 


[Letterhead of
Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Shareholder Redemption Withdrawal Instruction



 


Ladies and Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Capitalworks Emerging Markets Acquisition Corp (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of November 30, 2021 (the “Trust Agreement”), the
Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $_________ of the principal and
interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set
forth in the Trust Agreement.


 


Pursuant to Section 1(k) of
the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $_________ of the proceeds
of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the shareholders that have requested
redemption of their shares in connection with such Amendment.


 





	 	Very truly yours,
	 	 	 
	 	Capitalworks Emerging Markets Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name: Roberta Brzezinski
	 	 	Title: Chief Executive Officer


 





cc: Barclays Capital Inc.


 






     


     


    

 


EXHIBIT E


 


[Letterhead of
Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Extension Letter



 


Ladies and Gentlemen:


 


Pursuant to Section 1(m) of
the Investment Management Trust Agreement between Capitalworks Emerging Markets Acquisition Corp (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of November 30, 2021 (the “Trust Agreement”), the
Company hereby advises that it is extending the time available to consummate a Business Combination for an additional three (3) months,
from _______ to _________ (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings
ascribed to them in the Trust Agreement.


 


This Extension Letter shall
serve as the notice required with respect to the Extension at least ten days prior to the applicable deadline.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit $_________, which will be wired to you, into the Trust Account investments
upon receipt.


 





	 	Very truly yours,
	 	 	 
	 	Capitalworks Emerging Markets Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name: Roberta Brzezinski
	 	 	Title: Chief Executive Officer


 





cc: Barclays Capital Inc.