EMBRACE CHANGE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
Contract Type FiledMarch 23rd, 2022 Company Industry JurisdictionEmbrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Embrace Change Acquisition Corp. 5186 Carroll Canyon Rd San Diego, CA 92121 [*], 2022Underwriting Agreement • March 23rd, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
Contract Type FiledMarch 23rd, 2022 Company Industry JurisdictionThis letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 (the “Ordinary Shares”), and one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 23rd, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
Contract Type FiledMarch 23rd, 2022 Company Industry JurisdictionThis Agreement is made as of [*], 2022 by and between Embrace Change Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).