EMBRACE CHANGE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and among Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • July 13th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [ ], 2022 between Embrace Change Acquisition Corp., a Cayman Islands exempted company with limited liability, with offices at 5186 Carroll Canyon Rd, San Diego, CA 92121 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • July 13th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2022 between Embrace Change Acquisition Corp., a Cayman Islands exempted company with limited liability, with offices at 5186 Carroll Canyon Rd, San Diego, CA 92121 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 13th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [*], 2022, by and between Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 5186 Carroll Canyon Rd, San Diego, CA 92121, and Wuren Fubao Inc., a Cayman Islands exempted company (the “Purchaser”).
Embrace Change Acquisition Corp. 5186 Carroll Canyon Rd San Diego, CA 92121 [*], 2022Underwriting Agreement • July 13th, 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”), one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”), and one right to receive one-eighth (1/8) of one Ordinary Share (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 13th, 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”).
