EMBRACE CHANGE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 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 • August 12th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 9, 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 • August 12th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of August 9, 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of August 9, 2022 (“Agreement”), by and between Embrace Change Acquisition Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 12th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this August 9, 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 August 9, 2022Letter Agreement • August 12th, 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 • August 12th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
This Agreement is made as of August 9, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Embrace Change Acquisition Corp.Embrace Change Acquisition Corp. • August 12th, 2022 • Blank checks • New York
This letter agreement by and between Embrace Change Acquisition Corp. (the “Company”) and ARC Group Limited (“ARC”), 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”), pursuant to two Registration Statements on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (collectively the “Registration Statement”) 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) (such earlier date hereinafter referred to as the “Termination Date”):
RIGHTS AGREEMENTRights Agreement • August 12th, 2022 • Embrace Change Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 9, 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”).
SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated August 9, 2022 MARCH 4, 2024Satisfaction And • March 14th, 2024 • Embrace Change Acquisition Corp. • Blank checks
This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of March 4, 2024, by and between Embrace Change Acquisition Corp., a Cayman Island exempted company (the “Company”) and EF Hutton LLC, formerly known as EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 10th, 2023 • Embrace Change Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of August 9, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Embrace Change Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
