UNIT SUBSCRIPTION AGREEMENT
This UNIT SUBSCRIPTION AGREEMENT (this Agreement) is made as of this [*], 2021, by and between Embrace Change Acquisition Corp., a Cayman Islands exempted company (the Company), having its principal place of business at 74, Block D, Beijing Fund Town Building, Fangshan District, Beijing, China, and Wuren Fubao Inc., a Cayman Islands exempted company (the Purchaser).
WHEREAS, the Company desires to sell on a private placement basis (the Offering) an aggregate of up to 265,000 units (the Initial Units) of the Company, and up to an additional 22,500 Units (Additional Units and together with the Initial Units, the Units) of the Company in the event that the underwriters 45-day over-allotment option (Over-Allotment Option) in the Offering is exercised in full or part, each Unit comprised of one ordinary share, par value $0.0001 per share (Ordinary Shares), and one redeemable warrant, where each whole warrant is initially exercisable to purchase one share of Ordinary Shares at an exercise price of $11.50 per share, subject to adjustment (the Warrants).
WHEREAS, the Purchaser desires to purchase the 265,000 Initial Units and up to 22,500 Additional Units and the Company wishes to accept such subscription.
NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
1. Agreement to Subscribe
1.1 Purchase and Issuance of the Units. For the aggregate sum of $2,650,000 (the Initial Purchase Price), upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 265,000 Initial Units at $10.00 per Initial Unit.
In addition to the foregoing, the Purchaser hereby agrees to purchase up to an additional 22,500 Additional Units at $10.00 per Additional Unit for a purchase price of up to $225,000 (the Additional Purchase Price and together with the Initial Purchase Price, the Purchase Price). The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is exercised in full or part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the amount of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment Option.
1.2 Closing. The closing of the purchase and sale of the Initial Units shall take place at the offices of [*] simultaneously with the consummation of the Companys initial public offering (IPO) of 5,000,000 units consisting of Ordinary Shares and Warrants and the purchase and sale of the Additional Units shall take place upon the consummation of the exercise of all or any portion of the Over-Allotment Option (each a Closing Date).