EX-10.2





 Exhibit 10.2 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

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”). 
 WHEREAS, the Company’s two
registration statements on Form S-1, Nos. 333-258221 and 333-[*] (collectively “Registration Statement”) for its
initial public offering of securities (“IPO”) have been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Registration Statement); and 
 WHEREAS, EF Hutton, division of Benchmark Investments, LLC, is acting as the as
the representative (the “Representative”) of the several underwriters (“Underwriters”); and 
 WHEREAS, if a Business
Combination is not consummated within the initial 12 month period following the closing of the IPO, the Company’s insiders may extend such period by two three-month periods, up to a maximum of 18 months in the aggregate, by depositing $750,000
(or $862,500 if the Underwriters’ over-allotment option is exercised in full, or in any case, $0.10 per public share) into the Trust Account (as defined below) no later than the 12 month anniversary of the IPO or the 15 month anniversary of the
IPO (each, an “Applicable Deadline”), as applicable, for each three-month extension (each, an “Extension”), in exchange for which they will receive promissory notes; and 

WHEREAS, as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of
Association, $76,500,000 of the gross proceeds of the IPO and the net proceeds of a private placement taking place simultaneously therewith ($87,975,000 if the over-allotment option is exercised in full), plus any amount eventually deposited on
account of any Extension, will be delivered to the Trustee to be deposited and held in the Trust Account for the benefit of the Company and the holders of the Company’s ordinary shares, par value 0.0001 per share (the “Ordinary
Shares”), issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee, including the proceeds from any loans in connection with an Extension, if any, will be referred to herein as the “Property”; the
shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and 

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property. 
 IT IS AGREED: 
 1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: 
 (a) Hold the Property in trust for the
Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee at JP Morgan Chase Bank, N.A. in the United States (or at another U.S. chartered commercial bank with
consolidated assets of $100 billion or more), maintained by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; 

(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; 

(c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company, the Trustee may not
invest in any other securities or assets; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account funds are invested or uninvested, the
Trustee may earn bank credits or other consideration; 












 (d) Collect and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein; 
 (e) Notify the Company and the Representative of all
communications received by it with respect to any Property requiring action by the Company; 
 (f) Supply any necessary information or
documents as may be requested by the Company in connection with the Company’s preparation of its tax returns; 
 (g) Participate in any
plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so; 

(h) Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and
disbursements of the Trust Account; and 
 (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only
in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive
Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has
not been received by the Trustee by the 12-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to
18 months from the closing of the IPO by depositing $750,000 (or $862,500 if the underwriters’ over-allotment option was exercised in full) for each 3-month extension, but has not completed the Business
Combination within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and
distributed to the Public Shareholders as of the Last Date. 
 (j) Upon receipt of an extension letter (“Extension Letter”)
substantially similar to Exhibit D hereto at least five business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to
the Applicable Deadline, to follow the instructions set forth in the Extension Letter. 
 (k) Not disburse any amounts from the Trust
Account in connection with a Business Combination in the event that the amount per share to be received by the redeeming Public Shareholders is less than $10.20 per share (plus the amount per share deposited in the Trust Account pursuant to any
Extension Letter). 
 (l) In connection with a Business Combination, the Company or any other person, disburse the per share amount to
redeeming Public Shareholders (other than shares tendered through the Depository Trust Company) that have tendered their shares directly to the Trustee.

2. Limited Distributions of Income from Trust Account. 

(a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company. 

(b) The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as
provided in Section 2(a), no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. 












 (c) The Company shall provide the Representative with a copy of any Termination Letters
and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance. 

3. Agreements and Covenants of the Company. The Company hereby agrees and covenants to: 

(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer,
President or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or
instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; 

(b) Subject to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against,
any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting
from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve
the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall
not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel; 
 (c) Pay the Trustee an initial
acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection
with the consummation of a Business Combination, or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the
Effective Date; 
 (d) In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the
Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the Company’s shareholders regarding such Business Combination; and 

(e) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement. 
 (f) If the Company has an
Amendment approved by its shareholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit C providing instructions for the distribution of funds to Public Shareholders who exercise their redemption rights
in connection with such Amendment; 
 (g) Provide the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other
correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance; and 
 (h)
Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in a form substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to
the account or accounts directed by the Representative on behalf of the Underwriters. 
 4. Limitations of Liability. The Trustee shall have no
responsibility or liability to: 












 (a) Take any action with respect to the Property, other than as directed in paragraphs 1 and
2 hereof and the Trustee shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct; 

(b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto; 
 (c) Change the investment of any Property, other than in compliance with paragraph 1(c); 

(d) Refund any depreciation in principal of any Property; 

(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 
 (f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented
by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 

(g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration Statement; 
 (h) File local, state and/or federal tax
returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;

 (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); 

(j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
agreement and that which is expressly set forth herein; and 
 (k) Verify calculations, qualify or otherwise approve Company requests for
distributions pursuant to Section 1(i), 2(a) or 2(b) above. 
 5. Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account. 
 6. Termination. This
Agreement shall terminate as follows: 
 (a) If the Trustee gives written notice to the Company that it desires to resign under this
Agreement, the Company shall use its reasonable efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been
appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and
statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee,
the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or 












 (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Paragraph 3(b). 

7. Miscellaneous. 
 (a) The Company and
the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to
such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary
bank. The Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the wire. 

(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument. 
 (c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to
the subject matter hereof. Except for Sections 1(i), 1(m), 1(n), 1(o), 1(p), 3(g), 3(h) 7(c) and 7(h) (which may only be amended with the approval of the holders of at least 50% or more of all then outstanding Ordinary Shares present or represented
at the meeting, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification, provided that all Public Shareholders must be given the right to receive a pro-rata portion of the trust account (no less than $10.20 per share plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) in connection with any such amendment), this Agreement
or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent of the
Representative. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.

 (d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder. 
 (e) Any notice, consent or request to be given in connection with any of the
terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission: 

if to the Trustee, to: 

Continental Stock Transfer& Trust Company 

1 State Street, 30th Floor 

New York, NY 10004 

Attn: Francis Wolf and Celeste Gonzalez 

Email: fwolf@continentalstock.com 

Email: cgonzalez@continentalstock.com 












 if to the Company, to: 

Embrace Change Acquisition Corp. 

5186 Carroll Canyon Rd 

San Diego, CA 92121 

Attn: Yoann Delwarde, Chief Executive Officer 

E-mail: yoann@embracechange.top 

in either case with a copy (which copy shall not constitute notice) to: 

EF Hutton, division of Benchmark Investments, LLC 

590 Madison Avenue, 39th Floor 

New York, NY 10022 

Attn: Joseph T. Rallo 

Email: jrallo@efhuttongroup.com 

and 

Loeb & Loeb LLP 

345 Park Avenue 

New York, New York 10154 

Attn: Giovanni Caruso, Esq. 

Fax No.: (212) 407-4990 

and 
 Mintz,
Levin, Cohn, Ferris, Glovskyand Popeo, P.C. 
 666 Third Avenue 

New York, NY 10017 

Attn: Ivan K. Blumenthal 

Email: IKBlumenthal@mintz.com

(f) This Agreement may not be assigned by the Trustee or the Company without the prior consent of the other party. 

(g) Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. 
 (h) Each of the Company and the Trustee hereby acknowledge
that the Representative is a third party beneficiary of this Agreement. 












 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date
first written above. 
  

			
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
		
	By:	 	  

		 	Name: Francis Wolf
		 	Title: Vice President
	
	EMBRACE CHANGE ACQUISITION CORP.
		
	By:	 	  

		 	Name: Yoann Delwarde
		 	Title: Chief Executive Officer














 SCHEDULE A 
  

					
	 Fee Item
	  	 Time and method of payment
	  	 Amount

	 Initial acceptance fee
	  	Initial closing of IPO by wire transfer	  	$3,500.00
	 Annual fee
	  	Initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	  	$10,000.00
	 Transaction processing fee for disbursements to Company under Section 2
	  	Billed to the Company following disbursement made to Company under Section 2	  	$250
	 Paying Agent services as required pursuant to section 1(i)
	  	Billed to Company upon delivery of service pursuant to section 1(i)	  	Prevailing rates













 EXHIBIT A 

[Letterhead of Company] 

            [Insert date] 

Continental Stock Transfer & Trust Company 
 1 State
Street, 30th Floor 
 New York, NY 10004 
 Attn: Francis Wolf
and Celeste Gonzalez 
  

	 	Re:	 Trust Account - Termination Letter 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Embrace Change Acquisition Corp. (“Company”) and
Continental Stock Transfer& Trust Company (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement with [__________________] (“Target Business”) to
consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 72 hours in advance of the actual date of the consummation of the Business Combination
(“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the
proceeds to the above-referenced account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall
direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. 

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated, and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer, which verifies the vote of the Company’s shareholders in connection with the Business Combination if a vote is held
and (b) joint written instructions from the Company and EF Hutton, division of Benchmark Investments, LLC with respect to the transfer of the funds held in the Trust Account, which must provide for the disbursement of no less than $10.20 per
share plus the amount per share deposited in the Trust Account per Extension Letter to redeeming Public Shareholders (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without
penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the
Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. 
 In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. 

 

			
	Very truly yours,
	
	 EMBRACE CHANGE ACQUISITION CORP.

		
	 By:
	 	
         

	 Name:

	 Title:















 
			
	By:	 	          

	Name:	 	
	Title:	 	Secretary/Assistant Secretary


  

			
	 Acknowledged and Agreed:

	
	EF Hutton, division of Benchmark Investments, LLC
		
	 By:
	 	
             


	 Name:

	 Title:














 EXHIBIT B 

[Letterhead of Company] 

            [Insert date] 

Continental Stock Transfer & Trust Company 
 1 State
Street, 30th Floor 
 New York, NY 10004 
 Attn: Francis Wolf
and Celeste Gonzalez 
  

	 	Re:	 Trust Account - Termination Letter 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Embrace Change Acquisition Corp. (“Company”) and
Continental Stock Transfer& Trust Company (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time
frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Trust Agreement. 
 In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust
Account investments and to transfer the total proceeds to the Trust Operating Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [____________, 20__] as the effective date for the purpose
of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Checking
Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. 

 

			
	Very truly yours,
	
	EMBRACE CHANGE ACQUISITION CORP.
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	Secretary/Assistant Secretary


  

	cc:	 EF Hutton, division of Benchmark Investments, LLC 














 EXHIBIT C 

[Letterhead of Company] 

            [Insert date] 

Continental Stock Transfer & Trust Company 
 1 State
Street, 30th Floor 
 New York, NY 10004 
 Attn: Francis Wolf
and Celeste Gonzalez 
  

	 	Re:	 Trust Account - Interest Withdrawal Request (Taxes)  



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Embrace Change Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), the Company hereby requests that you deliver to the Company
[$                        ] of the interest income earned on the Property as of the date hereof. The Company needs such
funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at: 
 [WIRE INSTRUCTION INFORMATION] 
  

			
	EMBRACE CHANGE ACQUISITION CORP.
		
	By:	 	          

	Name:	 	
	Title:	 	


  

	cc:	 EF Hutton, division of Benchmark Investments, LLC 














 EXHIBIT D 

[Letterhead of Company] 

             [Insert date] 

Continental Stock Transfer & Trust Company 
 1 State
Street, 30th Floor 
 New York, NY 10004 
 Attn: Francis Wolf
and Celeste Gonzalez 
  

	 	Re:	 Trust Account - Extension Letter 



Dear Mr. Wolf and Ms. Gonzalez: 
 Pursuant to
Section 1(l) of the Investment Management Trust Agreement between Embrace Change Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of [*], 2022 (“Trust Agreement”), this is to
advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months, from _______ to _________ (the “Extension”). 

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not
otherwise defined shall have the meanings ascribed to them in the Trust Agreement. 
 In accordance with the terms of the Trust Agreement, we hereby
authorize you to deposit [$750,000] [(or $862,500 if the underwriters’ over-allotment option was exercised in full, or in any case, $0.10 per public share)], which will be wired to you, into the Trust Account investments upon receipt. 

This is the ____ of up to two Extension Letters. 
  

			
	Very truly yours,
	
	EMBRACE CHANGE ACQUISITION CORP.
		
	By :	 	          

	Name:	 	
	Title:	 	


  

	cc:	 EF Hutton, division of Benchmark Investments, LLC