EMBRACE CHANGE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
Embrace 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 [*], 2022Letter Agreement • March 23rd, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
This 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
This 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”).
