Exhibit 4.6


RIGHT AGREEMENT


 


This Right Agreement (this “Agreement”)
is made as of [●] 2021 between Energy Cloud I Acquisition Corporation, a British Virgin Islands Company, with offices at Room 2006,
Block 5, Zone 5, Aoyuan City Plaza, Panyu District, Guangzhou, China (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (“Rights Agent”).


 


WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities (each, a “Unit” and collectively,
the “Units”) to EF Hutton, division of Benchmark Investments, LLC. (the “Representative”), as representative of
the several underwriters, each such Unit comprised of one share of one Ordinary Share, no par value, of the Company (“Ordinary Shares”),
one half of one right with each whole right to receive one-tenth (1/10) of one Ordinary Share (each, a “Public Right” and
collectively, the “Public Rights”) upon the happening of an “Exchange Event” (defined herein), and one whole warrant
to purchase one Ordinary Shares, and in connection therewith, has determined to issue and deliver up to 3,750,000 Public Rights (including
up to 562,500 Public Rights subject to the over-allotment option) to public investors in the Offering; and


 


WHEREAS, the Company has entered into that certain
Unit Purchase Agreement dated as of [●], 2021, with Energy Cloud Sponsor Holdings Limited (the “Sponsor”), pursuant
to which the Company will issue and deliver to the Sponsor up to an aggregate of 232,500 Units, including 116,250 rights underlying such
Units (the “Sponsor Private Placement Rights”); and


 


WHEREAS, the Company has entered into that certain
Unit Purchase Option, dated as of [●], 2020 pursuant to which the Company will issue and deliver to the Representative an aggregate
of 1,125,000 Units, including 562,500 rights underlying such Units (the “Purchase Option Rights”); and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company’s executive officers and directors may loan to the Company funds as may be required, of which up to $300,000 of such
loans may be convertible into up to an additional 30,000 Units at a price of $10.00 per unit, including 15,000 rights underlying such
Units (the “Working Capital Rights” and together with the Purchase Option Rights, Private Placement Rights and Public Rights,
the “Rights”); and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission registration statement on Form S-1, File No. 333-[●], and the prospectus forming a part thereof (collectively,
the “Prospectus”), for the registration under the Securities Act of 1933, as amended, of the Units and each of the securities
comprising the Units, and the Ordinary Shares underlying the Public Rights; and


 


WHEREAS, the Company desires the Rights Agent to
act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange
of the Rights; and


 


WHEREAS, the Company desires to provide for the
form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities
of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this
Agreement.


 




     


     


    

 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment and agrees to perform
the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Rights.


 


2.1. Form of Right. Each Right shall
be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein
and shall be signed by, or bear the facsimile signature of, the Chairman of the Board and the Secretary of the Company and shall bear
a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Right shall have ceased
to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with the same effect as if
he or she had not ceased to be such at the date of issuance.


 


2.2. Effect of Countersignature. Unless
and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged
for Ordinary Shares.


 


2.3. Registration.


 


2.3.1. Right Register. The Rights Agent
shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the
Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective holders
thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.


 


2.3.2. Registered Holder. Prior to due
presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in whose name such
Right shall be registered upon the Right Register (“registered holder”) as the absolute owner of such Right and of each Right
represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone other than the
Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Rights
Agent shall be affected by any notice to the contrary.


 


2.4. Detachability of Rights. The securities
comprising the Units, including the Rights, will not be separately transferable until ten business days following the earlier to occur
of: (i) the 90th day following the date of the Prospectus or (ii) the announcement by Representative of its intention to allow
separate earlier trading, except that in no event will the securities comprising the Units be separately tradeable until the Company files
a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the
Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option is
exercised by the date thereof and the Company issues a press release and files a Current Report on Form 8-K announcing when such separate
trading shall begin.


 


3. Terms and Exchange of Rights


 


3.1. Rights. Each Right shall entitle
the holder thereof to receive one-tenth of one share of an Ordinary Share upon the happening of an Exchange Event (defined below). No
additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon an Exchange Event
as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event will the Company be
required to net cash settle the Rights. The provisions of this Section 3.1 may not be modified, amended or deleted without the prior written
consent of the Representative.


 


3.2. Exchange Event. An “Exchange
Event” shall occur upon the Company’s consummation of an initial Business Combination (as defined in the Company’s Amended
and Restated Certificate of Incorporation).


 




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3.3. Exchange of Rights.


 


3.3.1. Issuance of Certificates. As soon
as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates
to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate
or certificates for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be
directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will
the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. At the time
of an Exchange Event, the Company will inform the Right Agent how fractional shares will be addressed, in accordance with Section 155
of the Delaware General Corporation Law. Each holder of a Right will be required to affirmatively convert his, her or its rights in order
to receive the 1/10 of a share underlying each right (without paying any additional consideration) upon consummation of the Exchange Event.
Each holder of a Right will be required to indicate his, her or its election to convert the Rights into the underlying shares as well
as to return the original certificates evidencing the Rights to the Company.


 


3.3.2. Valid Issuance. All Ordinary Shares
issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.3. Date of Issuance. Each person
in whose name any such certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record
of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate.


 


3.3.4 Company Not Surviving Following Exchange
Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting entity, the definitive agreement
will provide for the holders of Rights to receive the same per share consideration the holders of the Ordinary Shares will receive in
such transaction, for the number of shares such holder is entitled to pursuant to Section 3.3.1 above.


 


3.5 Duration of Rights. If an Exchange
Event does not occur within the time period set forth in the Company’s Certificate of Incorporation, as the same may be amended
from time to time, the Rights shall expire and shall be worthless.


 


4. Transfer and Exchange of Rights.


 


4.1. Registration of Transfer. The
Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such
Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon
any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled by
the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.


 


4.2. Procedure for Surrender of Rights.
Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights Agent
shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered, representing
an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend,
the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also bear a restrictive legend.


 


4.3. Fractional Rights. The Rights
Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate
for a fraction of a Right.


 


4.4. Service Charges. No service charge
shall be made for any exchange or registration of transfer of Rights.


 




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4.5. Right Execution and Countersignature.
The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights required
to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent, will supply the Rights
Agent with Rights duly executed on behalf of the Company for such purpose.


 


5. Other Provisions Relating to Rights of Holders of Rights.


 


5.1. No Rights as Shareholder. Until
exchange of Rights for an Ordinary Share as provided for herein, aone or more Rights does not entitle the registered holder thereof to
any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or
the election of directors of the Company or any other matter.


 


5.2. Lost, Stolen, Mutilated, or Destroyed
Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such terms as to indemnity
or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the surrender thereof), issue
a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new Right shall constitute
a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right shall be
at any time enforceable by anyone.


 


5.3. Reservation of Ordinary Shares.
The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Ordinary Shares that will
be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


6. Concerning the Rights Agent and Other Matters.


 


6.1. Payment of Taxes. The Company
will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect of the issuance
or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes in respect
of the Rights or such shares.


 


6.2. Resignation, Consolidation, or Merger
of Rights Agent.


 


6.2.1. Appointment of Successor Rights Agent.
The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company),
then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of
a successor Rights Agent at the Company’s cost. After appointment, any successor Rights Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights
Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent
shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority,
powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such
successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 


6.2.2. Notice of Successor Rights Agent.
In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the
transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 




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6.2.3. Merger or Consolidation of Rights
Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement without
any further act.


 


6.3. Fees and Expenses of Rights Agent.


 


6.3.1. Remuneration.
The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse
the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 


6.3.2. Further Assurances. The Company
agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further
and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing of the
provisions of this Agreement.


 


6.4. Liability of Rights Agent.


 


6.4.1. Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by
the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may
rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


6.4.2. Indemnity. The Rights Agent shall
be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6 below, the Company agrees
to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the Rights Agent’s
gross negligence, willful misconduct, or bad faith.


 


6.4.3. Exclusions. The Rights Agent shall
have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except
its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this
Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as to whether any Ordinary Shares will when
issued be valid and fully paid and nonassessable.


 


6.5. Acceptance of Agency. The Rights
Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set
forth.


 


6.6 Waiver. The Rights Agent hereby
waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution
of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for
any Claim against the Trust Account for any reason whatsoever.


 


7. Miscellaneous Provisions.


 


7.1. Successors. All the covenants
and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns.


 






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7.2. Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on the Company shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the
Rights Agent), as follows:


 


Energy Cloud I Acquisition Corporation


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


Panyu District, Guangzhou, China


Attention: Mr. Qingxun Kong, Director, CEO


 


Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Right or by the Company to or on the Rights Agent shall be sufficiently given when so delivered if
by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004-1561


Attn: Compliance Department


 


with a copy to:


 


EF Hutton, division of Benchmark Investments, LLC 


590 Madison Avenue, 39th Floor


New York, NY 10022


Attention: General Counsel


 


7.3. Applicable Law. The validity,
interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by 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.
The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall
be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any
action, proceeding or claim.


 


7.4. Persons Having Rights under this Agreement.
Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Rights and, for
the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Representative, any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary
of this Agreement with respect to Sections 3.1, 7.4 and 7.8 hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to
the Sections 3, 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights. The provisions of this
Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative.


 


7.5. Examination of the Right Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough of Manhattan, City
and State of New York, for inspection by the registered holder of any Right. The Rights Agent may require any such holder to submit his,
her or its Right for inspection by it.7.6. Counterparts. This Agreement may be executed in any number of original or facsimile
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.


 


7.7. Effect of Headings. The Section
headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 









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7.8 Amendments. This Agreement may
be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions
arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest
of the registered holders. All other modifications or amendments shall require the written consent or vote of the registered holders of
a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified, amended or deleted without the prior
written consent of the Representative.


 


7.9 Severability. This Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 


 




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IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


 


	 	ENERGY CLOUD I ACQUISITION CORPORATION
	 	 	 
	 	By:	
 
	 	 	Name: 	Qingxun Kong
	 	 	Title:	Director, CEO
	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY, as Right Agent
	 	 	 
	 	By:	
 
	 	 	Name:	 
	 	 	Title:	 



 


[Signature Page to Right Agreement]





 






     


     


    

 


EXHIBIT A 


 


FORM OF RIGHT CERTIFICATE 


 


[See attached]