Exhibit 10.6 


 


Energy Cloud I Acquisition Corporation


Intershore Chambers, Road Town, Tortola


Road Town, Tortola, British Virgin Island


 


August 7, 2021


 


Energy Cloud Sponsor Holdings Limited


CCS Trustees Limited, Mandar House,


3rd Floor, Johnson’s Ghut,


Tortola, British Virgin Islands.


 


RE: Securities Purchase Agreement


 


Dear Sirs:


 


We are pleased to accept the
offer you, Energy Cloud Sponsor Holdings Limited (the “Subscriber”) have made to purchase an aggregate of 1,360,000
ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”), up to 187,949
of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the
initial public offering (“IPO”) of Energy Cloud I Acquisition Corporation, a British Virgin Islands company (the “Company”)
do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is
willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:


 


1.  Purchase
of Shares. For the aggregate sum of USD $23,448.28 (the “Purchase Price”), which the Company acknowledges receiving
in cash, the Company hereby sells and issues to the Subscriber, and the Subscriber hereby purchases from the Company the Shares, for a
purchase price of approximately seventeen cents (USD $0.017) per Share, subject to forfeiture by the Subscriber, on the terms and subject
to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company is delivering
to the Subscriber certificate(s) registered in the Subscriber’s name representing the Shares, receipt of which the Subscriber hereby
acknowledges.


 


2. Representations,
Warranties and Agreements.


 


2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:


 


2.1.1. No
Government Recommendation or Approval. The Subscriber understands that no United States federal or state agency or similar agency
of any other country has passed upon or made any recommendation or endorsement of the offering of the Shares.


 


2.1.2. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Subscriber’s articles of association, (ii) any
agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 






     


     


    

 


2.1.3.  Organization
and Authority. The Subscriber is a business company duly incorporated, validly existing and in good standing under the laws of
the British Virgin Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this
Agreement. Upon execution and delivery by the Subscriber, this Agreement is a legal, valid and binding agreement of such Subscriber, enforceable
against such Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4 Experience,
Financial Capability and Suitability. The Subscriber is sufficiently experienced in financial and business matters to be capable of
evaluating the merits and risks of this investment and to make an informed decision relating thereto. The Subscriber is aware its investment
in the Company is a speculative investment that has limited liquidity, because there may never be an established market for the Company’s
securities. The Subscriber has the financial capability for making the investment and the investment is a suitable one for the Subscriber.
The Subscriber can, without impairing its financial condition, hold the Shares for an indefinite period of time and can afford a complete
loss of the investment. The Subscriber acknowledges that the Company has urged the Subscriber to seek independent advice from professional
advisors relating to the suitability of an investment in the Company and in connection with this Agreement, and that the Subscriber has
sought and received such independent professional advice with respect to such investment and this Agreement or, after careful consideration,
the Subscriber has determined to waive its right to seek and/or receive such independent professional advice. The Shares have not been
registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities
Act or an exemption from such registration is available. Subscriber must bear the economic risk of this investment until the Shares are
sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with
respect to such sale.


 


2.1.5. Access
to Information. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers
from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects
of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained.


 


2.1.6. Private
Offering. The Subscriber represents that it is (a) an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or (b) not a “U.S. Person”
as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. Subscriber acknowledges the sale
contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning
of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law or to a non-U.S. Person under Regulation
S. Accordingly, the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act,
and therefore may not be offered, pledged or sold by Subscriber, directly or indirectly, in the United States without registration under
United States federal and state securities laws or an exemption therefrom and Subscriber understands the certificates representing the
Shares will contain a legend in respect of such restrictions. The Subscriber did not decide to enter into the Agreement as a result of
any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or as a result of any “directed
selling efforts” within the meaning of Rule 902 under Regulation S.


 






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2.1.7 Investment
Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for
the account or benefit of any U.S. Person, and not with a view towards the distribution thereof and Subscriber has no present arrangement
to sell the Shares to or through any person or entity. Subscriber shall not engage in hedging transactions with regard to the Shares unless
in compliance with the Securities Act.


 


2.1.8. Restrictions
on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. The Shares have not been registered under the Securities Act, and, if in the future the Subscriber
decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred
only (A) in accordance with the provisions of Regulation S (Rule 901 through 905), (B) pursuant to a registration under the Securities
Act, or (C) pursuant to an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest
therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an
opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber
further acknowledges that because the Company is a shell company and Rule 144 may not be available to the Subscriber for the resale of
the Shares until one year following the consummation of a business combination despite technical compliance with the requirements of Rule
144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9.  No Governmental
Consents. No governmental, administrative or other third-party consents or approvals are required, necessary or appropriate on the
part of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants
to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1  Organization
and Corporate Power. The Company is a business company duly incorporated, validly existing and in good standing under the laws of
the British Virgin Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be
expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.2.2. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association of the Company,
(ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3.  Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and entry of the shares in the name of
the Subscriber in the register of members of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon
issuance in accordance with, and payment pursuant to, the terms hereof, and entry of the shares in the name of the Subscriber in the register
of members of the Company, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances
of any kind, other than (a) transfer restrictions hereunder and under the other agreements contemplated hereby, (b) transfer restrictions
under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 






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3. Forfeiture
of Shares.


 


3.1. Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option is not exercised in full, the Subscriber shall
forfeit any and all rights to up to 187,949 Shares (based upon the percentage of the Over-allotment Option not exercised) such that immediately
following such forfeiture, the Subscriber and all other initial shareholders prior to the IPO will own an aggregate number of Ordinary
Shares (not including Ordinary Shares issuable upon exercise of any warrants or any shares purchased by Subscribers in the Company’s
IPO or in the aftermarket) equal to 20% of the issued and outstanding Ordinary Shares of the Company immediately following the IPO.


 


3.2. Termination
of Rights as Shareholder. If any of the Shares are forfeited by the Subscriber in accordance with this Section 3, then after such
time, the Subscriber (or successor in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take
such action as is appropriate to cancel such Shares which may include by way of the repurchase, surrender or compulsory redemption and
cancellation of such Shares for nil consideration. In addition, the Subscriber hereby irrevocably grants the Company a limited power of
attorney for the purpose of effectuating the foregoing and agrees to take any and all action reasonably requested by the Company necessary
to affect any adjustment in this Section 3 (including any such redemption as is referred to herein above).


 


 4.    Waiver of Liquidation Distributions;
Redemption Rights. In connection with the Shares purchased pursuant to this Agreement and any other Company securities purchased on
a private placement basis, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
by the Company from the Trust Account (as such term is defined in the Investment Management Trust Agreement to be entered by and between
the Company and the trustee thereunder), in the event of a liquidation of the Company upon the Company’s failure to timely complete
a business combination. For purposes of clarity, in the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket,
any additional shares so purchased shall be eligible to receive their pro rata portion of any liquidating distributions by the Company.
However, in no event will the Subscriber have the right to redeem any Shares, or any Ordinary Shares purchased in the IPO or in the aftermarket,
for funds held in the Trust Account upon the successful completion of a business combination.


 


5. Restrictions
on Transfer.


 


5.1. Securities
Law Restrictions. In addition to any restrictions to be contained in the Letter Agreement (as defined in Section 5.4 below), the Subscriber
agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to
be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the Company,
that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated
by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 






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5.2 Restrictive
Legends. All certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THESE SECURITIES (i) HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES
ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.”


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A LETTER AGREEMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM
OF THE LETTER AGREEMENT, EXCEPT IN ACCORDANCE WITH THE TERMS THEREOF.”


 


5.3. Additional
Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding capital stock without receipt of consideration, any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which
such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section
3.


 


5.4 Lock-up.
The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in a Letter
Agreement, to be entered into prior to the date of the preliminary prospectus in connection with the IPO between the Subscriber and the
Company (the “Letter Agreement”). Pursuant to the Letter Agreement, the Subscriber shall not sell, transfer, pledge,
hypothecate or otherwise dispose of its Shares until the earlier of (A) one year after the completion of our initial business combination,
or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination
that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other
property (the “Consummation Date”). In such case, the Lock-up and the aforesaid restrictions contained in this paragraph
shall lapse and be of no further force or effect. Notwithstanding the foregoing, the converted shares of our Ordinary Shares will be released
from the lock-up if:


 





		a)	the last reported sale price of our Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, or;


 






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		b)	if we complete a transaction after our initial business combination which results in all of our stockholders having the right to exchange
their shares for cash, securities or other property.



 


Subscriber also agrees not to transfer any ownership interest in, except
to permitted transferees, any Private Placement Warrants purchased prior to the IPO, or the closing of any over-allotment option by the
underwriter, until at least 30 days following the completion of the Business Combination. However, if after a Business Combination there
is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation)
or another issuer’s shares, then the Insider Shares or the Private Placement Warrants (or any shares of Common Stock thereunder)
shall be permitted to participate.


 


5.5 Registration
Rights. The Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after they are registered pursuant to a Registration Rights Agreement to be
entered into with the Company prior to the closing of the IPO (“Registration Rights Agreement”). The Subscriber is
entitled to make such number of demands that the Company registers the Shares pursuant to the terms and restrictions as set forth in the
Registration Rights Agreement.


 


6. Other
Agreements.


 


6.1. Further
Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement.


 


6.2 No Obligation as to
Employment. The Company is not by reason of this Agreement obligated to employ, or continue to employ, the Subscriber in any capacity.


 


6.3. Notices.
All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s
address set forth on the first page of this Agreement or to such other address as a party may designate by notice hereunder, and shall
be either (a) delivered by hand, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid.
All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time
of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the
next business day following the day such notice is delivered to the courier service, or (iii) if sent by certified mail, on the (5th)
business day following the day such mailing is made.


 






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6.4. Entire
Agreement. This Agreement, together with the Letter Agreement, substantially in the form to be filed as an exhibit to the Company’s
registration statement on Form S-1, embodies the entire agreement and understanding between the Subscriber and the Company with respect
to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof.
No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be
used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


6.5. Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto.


 


6.6. Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or
shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such
waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute
a continuing waiver or consent.


 


6.7. Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.


 


6.8. Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed
to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.


 


6.9. Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by
the laws of the British Virgin Islands for agreements made and to be wholly performed within such country.


 


6.10. Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.


 


6.11. No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single
or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps
to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver
of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.


 






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6.12. Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations
made by or on behalf of the parties.


 


6.13. No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other
compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party
and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.14. Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


 6.15. Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were
an original thereof.


 


7.  Voting and Tender
of Shares. The Subscriber agrees to vote the Shares as well as any Ordinary Shares acquired in the IPO or the aftermarket in favor
of a business combination that the Company negotiates and presents for approval to the Company’s shareholders and shall not seek
redemption with respect to the Shares. Additionally, the Subscriber agrees not to tender any Share in connection with a tender offer presented
to the Company’s shareholders in connection with an initial business combination negotiated by the Company.  


 


8.  Indemnification.
Each party shall indemnify the other and the underwriter of the IPO against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 




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If the foregoing accurately sets forth our understanding
and agreement, please counter sign the enclosed copy of this agreement here below and return it to us.


 


	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	ENERGY CLOUD I ACQUISITION CORPORATION
	 	 	 	 	 
	 	 	 	By:	           
	 	 	 	Name: 	Ms. Shuyi Chen
	 	 	 	Title:	Director
	 	 	 	Date:	August 7, 2021
	 	 	 	 	 
	Accepted and agreed this	 	 	 
	 	 	 	 
	August 7, 2021	 	 	 
	 	 	 	 
	ENERGY CLOUD SPONSOR HOLDINGS LIMITED	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name: 	Qingxun Kong	 	 	 
	Date:	August 7, 2021	 	 	 



 


 


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