Exhibit 10.2


 


_________________, 2021


Energy Cloud I Acquisition Corporation


Room 2006, Block 5, Zone 5, Aoyuan City Plaza


Panyu District, Guangzhou, China


 


EF Hutton


Division of Benchmark Investments, LLC


590 Madison Avenue, 39th Floor


New York, NY 10022


 


	 	Re:	Initial Public Offering


 


Gentlemen:


 


This letter is being delivered to you in accordance
with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Energy Cloud I Acquisition
Corporation, a British Virgin Islands 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 comprised of one share of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”)
and one redeemable warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain
capitalized terms used herein are defined in paragraph 14 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon
the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees with the Company as follows:


 


1. If the Company solicits approval of its stockholders
of a Business Combination, the undersigned will vote all Ordinary Shares beneficially owned by him, her, or it, whether acquired before,
in, or after the IPO, in favor of such Business Combination.


 


2. (a) In the event that the Company fails to
consummate a Business Combination within the time period set forth in the Company’s Amended and Restated Memorandum and Articles
of Association, as the same may be amended from time to time (the “Articles”), the undersigned will, as promptly
as possible, cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible,
but not more than 10 business days thereafter, redeem the IPO Shares at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the Trust Account net of interest released to the Company as permitted
pursuant to the Trust Agreement, divided by the number of then outstanding IPO Shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s obligations under Delaware
law to provide for claims of creditors and other requirements of applicable law.


 


(b) The undersigned hereby waives any and all
right, title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”) with respect
to the shares of Founders’ Ordinary Shares owned by the undersigned and hereby waives any Claim the undersigned may have in the
future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account
for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect
to any Warrants, all rights of which will terminate on the Company’s liquidation. 


 




     


     


    

 


3. The undersigned acknowledges and agrees that
prior to entering into a Business Combination with a target business that is affiliated with any Insiders of the Company or their affiliates,
such transaction must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain
an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that
such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.


 


4. Neither the undersigned nor any affiliate of
the undersigned will be entitled to receive and will not accept any compensation or other cash payment prior to, or for services rendered
in order to effectuate, the consummation of the Business Combination; provided that the Company shall be allowed to make the payments
set forth in the Registration Statement under the caption “Prospectus Summary – The Offering – Limited payments to
insiders.”


 


5. Neither the undersigned nor any affiliate of
the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event either of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


6. (a) The undersigned will place into escrow
all shares of Founders’ Ordinary Shares owned by him/her/it pursuant to the terms of a Stock Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent.


 


(b) The undersigned agrees that until after the
Company consummates a Business Combination, all Private Securities owned by him/her/it will be subject to the transfer restrictions described
in the Subscription Agreement relating to the undersigned’s Private Securities.


 


7. (a) In order to minimize potential conflicts
of interest that may arise from multiple corporate affiliations, the undersigned hereby agrees that until the earliest of the Company’s
initial Business Combination or liquidation, the undersigned shall present to the Company for its consideration, prior to presentation
to any other entity, any suitable target business, subject to any pre-existing fiduciary or contractual obligations the undersigned might
have.


 


(b) The undersigned hereby agrees and acknowledges
that (i) each of the Underwriters and the Company may be irreparably injured in the event of a breach of any of the obligations contained
in this letter, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


8. The undersigned agrees to be the [●]
of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.
The undersigned’s biographical information previously furnished to the Company and the Representative is true and accurate in all
respects, does not omit any material information with respect to the undersigned’s background and contains all of the information
required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. The undersigned’s FINRA
Questionnaire previously furnished to the Company and the Representative is true and accurate in all respects. The undersigned represents
and warrants that:


 


(a) he/she/it has never had a petition under
the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her/it or any partnership in which he/she/it
was a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he/she/it
was an executive officer at or within two years before the time of such filing;


 


(b) he/she/it has never had a receiver, fiscal
agent or similar officer been appointed by a court for his/her/its business or property, or any such partnership;


 


(c) he/she/it has never been convicted of fraud
in a civil or criminal proceeding;


 






    2


     


    

 


(d) he/she/it/ has never been convicted in a
criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


(e) he/she/it has never been the subject of any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining or otherwise limiting him/her/it from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission
(“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker
or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association
or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging
in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state securities or federal commodities laws;


 


(f) he/she/it has never been the subject of any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or
otherwise limiting for more than 60 days his/her/its right to engage in any activity described in 9(e)(i) above, or to be associated
with persons engaged in any such activity;


 


(g) he/she/it has never been found by a court
of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in
such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


(h) he/she/it has never been found by a court
of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil
action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


(i) he/she/it has never been the subject of,
or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended
or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation, (ii) any law or
regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition
order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 


(j) he/she/it has never been the subject of,
or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered
entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member;


 


(k) he/she/it has never been convicted of any
felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with
the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment
advisor or paid solicitor of purchasers of securities;


 


(l) he/she/it was never subject to a final order
of a state securities commission (or an agency of officer of a state performing like functions); a state authority that supervises or
examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like
functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National Credit Union Administration
that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


(m) he/she/it has never been subject to any order,
judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained or enjoined him/her/it from engaging
or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making
of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities
dealer, investment adviser or paid solicitor of purchasers of securities;


 






    3


     


    

 


(n) he/she/it has never been subject to any order
of the SEC that orders him/her/it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud
provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
5 of the Securities Act;


 


(o) he/she/it has never been named as an underwriter
in any registration statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order,
or order suspending the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether
a stop order or suspension order should be issued;


 


(p) he/she/it has never been subject to a United
States Postal Service false representation order, or is currently subject to a temporary restraining order or preliminary injunction
with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property
through the mail by means of false representations;


 


(q) he/she/it is not subject to a final order
of a state securities commission (or an agency of officer of a state performing like functions); a state authority that supervises or
examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like
functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National Credit Union Administration
that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging
in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 


(r) he/she/it is not subject to an order of the
SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or section 203(e) or 203(f) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that:
(i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser;
(ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars
the undersigned from being associated with any entity or from participating in the offering of any penny stock; and


 


(s) he/she/it has never been suspended or expelled
from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered
national securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting
conduct inconsistent with just and equitable principles of trade.


 


9. The undersigned has full right and power, without
violating any agreement by which he, she or it is bound, to enter into this letter agreement [and to serve as a director and/or officer
of the Company].


 


10. The undersigned hereby waives any right to
exercise conversion rights with respect to any shares of the Company’s ordinary shares owned or to be owned by the undersigned,
directly or indirectly (or to sell such shares to the Company in a tender offer), whether such shares be part of the Founders’
Ordinary Shares or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees not to seek conversion with respect
to such shares in connection with any vote to approve a Business Combination (or sell such shares to the Company in a tender offer in
connection with such a Business Combination).


 


11. (a) The undersigned hereby agrees to not propose,
or vote in favor of, approving a definitive agreement for a Business Combination unless Energy Cloud I Acquisition Corporation has (i)
announced that it has entered into a definitive agreement for an initial business combination or (ii) failed to timely consummate its
initial business combination and has liquidated its trust account.


 


(b) The undersigned hereby agrees to not propose,
or vote in favor of, an amendment to Article Seventh of the Articles prior to the consummation of a Business Combination unless the Company
provides public stockholders with the opportunity to convert their Ordinary Shares upon such approval in accordance with such Article
Seventh thereof.


 






    4


     


    

 


12. This letter 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. Each of the Company and the undersigned hereby
(i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. The undersigned irrevocably agrees to appoint Graubard Miller as agent
for the service of process in the State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding.
If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint
a substitute agent acceptable to each of the Company and the Representative within 30 days and nothing in this letter will affect the
right of either party to serve process in any other manner permitted by law.


 


14. As used herein, (i) a “Business
Combination” means a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination with one or more businesses or entities; (ii) “Insiders” means all officers, directors
and sponsor of the Company immediately prior to the IPO; (iii) “Founders’ Ordinary Shares” means all
of the Ordinary Shares of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” means the
Ordinary Shares issued in the Company’s IPO; (v) “Private Securities” means the units and warrants that
are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Agreement”
means the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company being entered
into in connection with the IPO and governing the use of funds held in the Trust Account; (vii) “Trust Account”
means the trust account into which a portion of the net proceeds of the IPO will be deposited; and (viii) “Registration Statement”
means the Company’s registration statement on Form S-1 (SEC File No. 333-•) filed with the Securities and Exchange Commission.


 


15. This Letter Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof
or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct
a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


16. Each of the undersigned acknowledges and understands
that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with
the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the
Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.


 


	 	[•] 
	 	 
	 	 
	 	Signature
	 	 
	 	Acknowledged and Agreed:


 


	 	ENERGY CLOUD I ACQUISTION CORPORATION
	 	 
	 	By:	 
	 	 	Name: 	Qingxun (Kenn) Kong
	 	 	Title:	Chief Executive Officer


 


 


5