Exhibit 10.6


 


Execution Version


 


CAPITALWORKS EMERGING MARKETS ACQUISITION CORP


25 West 39th Street, Suite 700


New York, New York 10018


 


November 30, 2021


 


Capitalworks Investment Partners International Limited


Craigmuir Chambers


P.O. Box 71


Road Town, Tortola VG1110


British Virgin Islands


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this “Agreement”)
by and between Capitalworks Emerging Markets Acquisition Corp (the “Company”) and Capitalworks Investment Partners
International Limited (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing
on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”)
and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation
(in each case as described in the Registration Statement on Form S-1 (File No. 333-260513) (such earlier date hereinafter referred to
as the “Termination Date”):


 


The Provider shall
make available, or cause to be made available, to the Company, administrative and support services as may be reasonably required by the
Company. In exchange therefor, the Company shall pay the Provider $20,000 per month on the Listing Date and continuing monthly thereafter
until the Termination Date; and


 


The Provider hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this
Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of,
the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds
of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably
waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise
adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement,
payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This Agreement constitutes the entire agreement and
understanding of the parties hereto in respect of its subject matter 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 Agreement may not be amended, modified or waived
as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment
in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the
purported assignee.


 


This Agreement constitutes the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without regard to its conflict of laws
rules.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	CAPITALWORKS EMERGING MARKETS ACQUISITION CORP
	 	 
	 	By:	/s/ Roberta Brzezinski
	 	 	Name: Roberta Brzezinski
	 	 	Title: Chief Executive Officer




 


	AGREED AND ACCEPTED BY:	 
	 	 
	Capitalworks Investment Partners International Limited	 
	 	 
	By:	/s/ Tessa Burrows	 
	 	Name: Tessa Burrows	 
	 	Title: Authorized Signatory	 
	 	 
	By:	/s/ Selu Mdlalose	 
	 	Name: Selu Mdlalose	 
	 	Title: Authorized Signatory