Exhibit 4.5


 


WARRANT AGREEMENT 


 


This agreement (“Agreement”)
is made as of [•], 2021 between Energy Cloud I Acquisition Corporation, a British Virgin Islands corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”,
also referred to herein as the “Transfer Agent”). 


 


WHEREAS, the Company is engaged in a public offering
(“Public Offering”) of up to 8,625,000 units (including up to 1,125,000 units subject to the Over-allotment Option
(as defined below)) (“Units”), each Unit comprised of one ordinary share of no par value per share (“Ordinary
Shares”), one half of one right with each whole right to receive one tenth (1/10) of one Ordinary Share, and one whole warrant,
and, in connection therewith, will issue and deliver 7,500,000 warrants (or up to 8,625,000 warrants if the Over-allotment Option (defined
below in Section 2.5) is exercised in full) (the “Public Warrants”) to the public investors in connection with the
Public Offering; and 


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. No. 333-[
] (“Registration Statement”), and a prospectus (the “Prospectus”) for the registration, under the
Securities Act of 1933, as amended (“Act”), of the Units, the Public Warrants and the Ordinary Shares included in the
Units; and


 


WHEREAS, the Company has received binding commitments
from Energy Cloud Sponsor Holdings Limited (the “Sponsor”) to purchase up to an aggregate of 232,500 units (up to 249,375
units if the Over-allotment Option is exercised in full) (the “Private Units”) at a purchase price of $10.00 per Private
Unit, in a private placement transaction to occur simultaneously with the consummation of the Public Offering, and, in connection therewith,
will issue and deliver up to an aggregate of 232,500 warrants (up to 249,375 warrants if the Over-allotment Option is exercised in full)
underlying such Private Units bearing the legend set forth in Exhibit B hereto (“Private Warrants”); and 


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below in Section 3.2), the Sponsor or an affiliate
of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the Company may
require. Up to $300,000 of such loans may be convertible into up to an additional 30,000 private units at a price of $10.00 per unit (the
“Working Capital Units”), and, in connection therewith, will issue and deliver up to an aggregate of 30,000 warrants
(the “Working Capital Warrants”); and 


 


WHEREAS, following consummation of the Public
Offering, the Company may issue additional warrants (“Post IPO Warrants” and together with the Public Warrants, as
well as the Private Warrants and warrants underlying the Working Capital Units, the “Warrants”) in connection with,
or following the consummation by the Company of, a Business Combination (defined below in Section 3.2); and 


 


WHEREAS, each whole Warrant entitles the holder
thereof to purchase one share of Ordinary Shares for $11.50 per whole share, subject to adjustment as described herein. Only whole Warrants
are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; 


 


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


 


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


 




     


     


    

 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
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 Warrant Agent. The
Company hereby appoints Continental Stock Transfer & Trust Company (the “Warrant Agent”) to act as agent for the
Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement. 


 


2. Warrants. 


 


2.1. Form of Warrant. Each Warrant
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 of Directors of the Company (the “Board”)
or Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant 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 Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before such Warrant 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. Uncertificated Warrants. Notwithstanding
anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented by, a Unit, and any Warrant
may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company or
other book-entry depositary system, in each case as determined by the Board or by an authorized committee thereof. Any Warrant so issued
shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance
with the terms of this Agreement. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each,
a “Book-Entry Warrant Certificate”). 


 


2.3. Effect of Countersignature. Except
with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof. 


 


2.4. Registration. 


 


2.4.1. Warrant Register. The Warrant
Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration of transfer
of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.
All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The Depository
Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership
of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts
with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). 


 


If the Depositary subsequently ceases to make its book-entry settlement
system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry
settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available
in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation
each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates
in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall
be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.


 




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


 


2.5. Detachability of Warrants. The
securities comprising the Units will not be separately transferable until the 52nd day following the date of the Prospectus or, if such
52nd day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in New York City are generally open
for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier
with the consent of EF Hutton, division of Benchmark Investments, LLC (the “Representative”), but in no event will
the Representative allow separate trading of the securities comprising the Units until (i) the Company has filed 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 Public Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option
in the Public Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing
of the Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading shall
begin (the “Detachment Date”); provided that no fractional Warrants will be issued upon separation of the Units and
only whole Warrants will trade. 


 


2.6. Private Warrant and Working Capital
Warrant Attributes. The warrants underlying the Private Units and Working Capital Units will be issued in the same form as the Public
Warrants. 


 


2.7. Post IPO Warrants. The Post IPO
Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by
the Company. 


 


3. Terms and Exercise of Warrants


 


3.1. Warrant Price. Each whole Warrant
shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the Registered Holder thereof,
subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Ordinary Shares
stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price per share at which the shares
of Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price
at any time prior to the Expiration Date (as defined below in Section 3.2) for a period of not less than twenty (20) Business Days;
provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to Registered Holders
of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants. 


 


3.2. Duration of Warrants. A Warrant
may be exercised only during the period commencing on the later of 30 days after the consummation by the Company of a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities (“Business Combination”) (as described more fully in the Registration Statement) or 12 months from the
closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the
consummation of a Business Combination, (ii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the
liquidation of the Company (“Expiration Date”), provided, however, that the exercise of any Warrant shall be subject
to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement.
The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred
to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), as applicable, each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Agreement shall cease on the Expiration Date. The Company in its sole discretion may extend the
duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’
prior written notice of any such extension to Registered Holders and, provided further that any such extension shall be applied consistently
to all of the Warrants.


 




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3.3. Exercise of Warrants. 


 


3.3.1. Payment. Subject to the provisions
of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its
corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry
Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an
account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time
to time, (ii) an election to purchase (“Election to Purchase”) shares of Ordinary Shares pursuant to the exercise
of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the
case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures,
and (iii) payment in full of the Warrant Price for each full share of Ordinary Shares as to which the Warrant is exercised and any
and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Ordinary Shares
and the issuance of such shares of Ordinary Shares, as follows: 


 


(a) in lawful money of the United States, in
good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; 


 


(b) in the event of redemption pursuant to Section 6
hereof in which the Board has elected to require all holders of Warrants to exercise such Warrants on a “cashless basis,”
by surrendering the Warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the
number of shares of Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (defined below) over the
Warrant Price by (y) solely for purposes of this Section 3.3.1(b) the “Fair Market Value”, shall mean the average
reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the third trading day prior to the date on
which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or 


 


(c) the definition as provided in Section 7.4
hereof. 


 


3.3.2. Issuance of Shares of Ordinary
Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if
any), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number
of full shares of 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, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for
the number of shares of Ordinary Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced
by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for
each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Ordinary Shares pursuant to the exercise of
a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Act with respect to the
shares of Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares
of Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified
or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder
of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant,
the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in
which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the Ordinary
Shares underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require
holders of Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise
of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive
a fractional interest in a share of Ordinary Shares, the Company shall round down to the nearest whole number, the number of shares of
Ordinary Shares to be issued to such holder. 




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3.3.3. Valid Issuance. All shares
of Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
and nonassessable. 


 


3.3.4. Date of Issuance. Each person
in whose name any book entry position or certificate for shares of Ordinary Shares is issued shall for all purposes be deemed to have
become the holder of record of such shares on the date on which the Warrant, or book entry position representing such Warrant, was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,
except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of
the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next
succeeding date on which the share transfer books or book entry system are open. 


 


3.3.5 Maximum Percentage. A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5;
however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is
made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right
to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates),
to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may
specify) (the “Maximum Percentage”) of the shares of Ordinary Shares outstanding immediately after giving effect to
such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Ordinary Shares beneficially owned by such person
and its affiliates shall include the number of shares of Ordinary Shares issuable upon exercise of the Warrant with respect to which the
determination of such sentence is being made, but shall exclude shares of Ordinary Shares that would be issuable upon (x) exercise
of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). To the extent that a holder makes the election described in this subsection 3.3.5, the Warrant Agent
shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant unless
it provides to the Warrant Agent in its Election to Purchase, a certification that, upon after giving effect to such exercise, such person
(together with such person’s affiliates) or any “group” of which Holder or its affiliates is a member, would beneficially
own in excess of the Maximum Percentage of the Ordinary Shares outstanding immediately after giving effect to such exercise as determined
in accordance with this subsection 3.3.5. For purposes hereof, “group” has the meaning set forth in Section 13(d) of
the Exchange Act and applicable regulations of the Commission, and the percentage held by Holder shall be determined in a manner consistent
with the provisions of Section 13(d) of the Exchange Act. For purposes of the Warrant, in determining the number of outstanding shares
of Ordinary Shares, the holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (1) the Company’s
most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other
public filing with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice
by the Company or the Transfer Agent setting forth the number of shares of Ordinary Shares outstanding. For any reason at any time, upon
the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of shares of Ordinary Shares then outstanding. In any case, the number of outstanding shares of Ordinary Shares
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of outstanding shares of Ordinary Shares was reported. By written notice to the Company, the holder
of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified
in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is
delivered to the Company. 


 






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4. Adjustments. 


 


4.1. Share Dividends; Split Ups. If
after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Ordinary Shares is
increased by a stock dividend payable in shares of Ordinary Shares, or by a split up of shares of Ordinary Shares, or other similar event,
then, on the effective date of such stock dividend, split up or similar event, the number of shares of Ordinary Shares issuable on exercise
of each Warrant shall be increased in proportion to such increase in outstanding shares of Ordinary Shares. A rights offering to holders
of the Ordinary Shares entitling holders to purchase shares of Ordinary Shares at a price less than the “Fair Market Value”
(as defined below) shall be deemed a share capitalization of a number of shares of Ordinary Shares equal to the product of (i) the
number of shares of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such
rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of
(x) the price per share of Ordinary Shares paid in such rights offering and divided by (y) the Fair Market Value. For purposes
of this subsection 4.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining
the price payable for shares of Ordinary Shares, there shall be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” for this subsection 4.1 shall mean
the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Ordinary Shares trades on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights. 


 


4.2. Aggregation of Shares. If after
the date hereof, the number of outstanding shares of Ordinary Shares is decreased by a consolidation, combination, reverse stock split
or reclassification of shares of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination,
reverse stock split, reclassification or similar event, the number of shares of Ordinary Shares issuable on exercise of each Warrant shall
be decreased in proportion to such decrease in outstanding shares of Ordinary Shares. 


 


4.3. Extraordinary Dividends. If the
Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of the shares of Ordinary Shares or other shares of the Company’s capital stock into which the Warrants
are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Board, in good
faith) of any securities or other assets paid in respect of such Extraordinary Dividend divided by all outstanding shares of the Company
at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following
shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any
cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid
on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution
does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders
waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the
number of shares of Ordinary Shares issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends
or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Ordinary
Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate
of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation
and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the
Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of
$0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date
of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such
$0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions
paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the
aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).
Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination, there
were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000
shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend
payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share. 


 




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4.4. Adjustments in Exercise Price.
Whenever the number of shares of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1
and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of shares of Ordinary Shares purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Ordinary Shares so purchasable
immediately thereafter. 


 


4.5. Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding shares of Ordinary Shares (other than a change covered by
Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Ordinary Shares), or in the case of any merger or consolidation
of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety
in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Ordinary Shares of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or
other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his,
her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change in the Ordinary Shares covered
by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5.
The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of
the Warrant. 


 


4.6. Issuance in connection with a Business
Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Ordinary Shares or equity-linked
securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as
determined by the Board, in good faith, and in the case of any such issuance to the Sponsor, the initial stockholders or their affiliates,
issued prior to the Public Offering and held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the
“Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business
Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of
the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly
Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater
of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value”
shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on
the trading day prior to the date of the consummation of the Business Combination. 


 


4.7. Notices of Changes in Warrant.
Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3,
4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event. 


 


4.8. No Fractional Warrants or Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise
of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest
whole number of shares of Ordinary Shares to be issued to the Warrant holder. 


 




    7


     


    

 


4.9. Form of Warrant. The form of
Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state
the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement. However,
the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that
does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an
outstanding Warrant or otherwise, may be in the form as so changed. 


 


4.10. Other Events. In case any event
shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable,
but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate
the intent and


purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which
shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall
adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion. For the avoidance of
doubt, all adjustments made pursuant to this Section 4.10 shall be made equally to all outstanding Warrants. 


 


5. Transfer and Exchange of Warrants. 


 


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


 


5.2. Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant
Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be transferred
only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor
depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the
case of the Private Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants
in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made
and indicating whether the new Warrants must also bear a restrictive legend. 


 


5.3. Fractional Warrants. The Warrant
Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate
or book-entry position for a fraction of a warrant, except as part of the Units. 


 


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


 


5.5. Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the
Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 


 




    8


     


    

 


5.6. Warrants Underlying the Private Units
and Working Capital Units. The Warrant Agent shall not register any transfer of the warrants underlying the Private Units or Working
Capital Units until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the
initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates,
(ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by
bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of
the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution
upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection
with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no
greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation
prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial
Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in
all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property, in
each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior
to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each,
a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the
transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by. 


 


5.7. Transfers prior to Detachment.
Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is
included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer
of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the
foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or after the Detachment Date. 


 


6. Redemption. 


 


6.1. Redemption. Not less than all
of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the
Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”),
provided that the last sales price of the Ordinary Shares equals or exceeds $18.00 per share (subject to adjustment in accordance with
Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within any thirty
(30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on
which notice of redemption is given and provided that there is an effective registration statement covering the shares of Ordinary Shares
issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period
or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b);
provided, however, that if and when the Warrants become redeemable by the Company, the Company may not exercise such redemption right
if the issuance of shares of Ordinary Shares upon exercise of the Warrants is not exempt from registration or qualification under applicable
state blue sky laws or the Company is unable to effect such registration or qualification. 


 


6.2. Date Fixed for, and Notice of, Redemption.
In the event the Company shall elect to redeem all of the Warrants that are subject to redemption, the Company shall fix a date for the
redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the
Company not less than thirty (30) days prior to the Redemption Date to the Registered Holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Registered Holder received such notice. 


 


6.3. Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at
any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of shares of
Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in
subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price. 


 






    9


     


    

 


7. Other Provisions Relating to Rights
of Holders of Warrants. 


 


7.1. No Rights as Stockholder. A Warrant
does not entitle the Registered Holder thereof to any of the rights of a stockholder 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 stockholders
in respect of the meetings of stockholders or the election of directors of the Company or any other matter. 


 


7.2. Lost, Stolen, Mutilated, or Destroyed
Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant 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 Warrant, include the surrender thereof),
issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone. 


 


7.3. Reservation of Shares 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 exercise in full of all outstanding Warrants issued pursuant to this Agreement. 


 


7.4 Registration of Ordinary Shares; Cashless
Exercise at Company’s Option.


 


7.4.1 Registration of Shares of Ordinary
Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best
efforts to file with the SEC a registration statement for the registration, under the Act, of the shares of Ordinary Shares issuable upon
exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those
states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares
of Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best
efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of
the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by
the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period
beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared
effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering
the shares of Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number
of shares of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Ordinary Shares
underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by
(y) the Fair Market Value. For purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average closing
price of the Ordinary Shares for the ten (10) trading day period ending on the trading day prior to the date that notice of exercise
is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless
exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. Upon request, the Company shall provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating
that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered
under the Act and (ii) the shares of Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be
required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless
basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this
subsection 7.4.1. 


 


7.4.2 Cashless Exercise at Company’s
Option. If the Ordinary Shares is at the time of any exercise of a Warrant not listed on a national securities exchange such that
it satisfies the definition of a “covered security” under Section 18(b)(1) of the Act (or any successor rule), the Company
may, at its option, require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Act (or any successor rule) or other available exemption) as described in subsection 7.4.1 and (i) in
the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration,
under the Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary
or (ii) if the Company does not so elect, the Company agrees to use its best efforts to register or qualify for sale the Ordinary
Shares issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the
extent an exemption is not available. 


 




    10


     


    

 


8. Concerning the Warrant Agent and Other
Matters. 


 


8.1. 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 Warrant Agent in respect of the
issuance or delivery of shares of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares. 


 


8.2. Resignation, Consolidation, or Merger
of Warrant Agent. 


 


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


 


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


 


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


 


8.3. Fees and Expenses of Warrant Agent. 


 


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


 


8.3.2. 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 Warrant Agent for the carrying out or performing of the
provisions of this Agreement. 


 


8.4. Liability of Warrant Agent. 


 


8.4.1. Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Warrant 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 Financial Officer, Chief Operating Officer, President, Secretary or Chairman of the Board and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to
the provisions of this Agreement. 


 




    11


     


    

 


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


 


8.4.3. Exclusions. The Warrant Agent
shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant
(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 Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of
Ordinary Shares will, when issued, be valid and fully paid and nonassessable. 


 


8.5. Acceptance of Agency. The Warrant
Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set
forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Ordinary Shares through the exercise of Warrants. 


 


8.5. Waiver. The Warrant Agent has
no 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 Warrant 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. The Warrant Agent hereby waives any and all Claims against the Trust Account
and any and all rights to seek access to the Trust Account. 


 


9. Miscellaneous Provisions. 


 


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


 


9.2. Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant 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 (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company
with the Warrant 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


 






    12


     


    

 


Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Warrant or by the Company to or on the Warrant 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 Warrant Agent with the Company), as follows: 


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Compliance Department 


 


with a copy in each case to: 


 


RAITI, PLLC


1345 Avenue of the Americas


New York, NY 10105


Attn: Warren A. Raiti


Email: wraiti@raitipllc.com


 


and 


Ortoli Rosenstadt LLP


366 Madison Avenue, 3rd Floor


New York, NY 10017


Attn: William S. Rosenstadt


Email: wsr@orllp.legal


 


9.3. Applicable Law and Exclusive Forum.
The validity, interpretation, and performance of this Agreement and of the Warrants 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. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out
of or relating in any way to this Agreement, including under the Act, 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 forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to
suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of
the United States of America are the sole and exclusive forum. 


 


Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3.
If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of New York
in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having
service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in
the foreign action as agent for such warrant holder. 


 


9.4. 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 Warrants
any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement 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 Sections 7.4 and 9.4, hereof) and their successors and assigns and of the
Registered Holders of the Warrants. 


 


9.5. Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City
and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit
his Warrant for inspection by it. 


 




    13


     


    

 


9.6. 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. 


 


9.7. 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. 


 


9.8. Amendments. This Agreement may
be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or
to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, or (ii) 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, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the Registered
Holders of at least 50% of the then outstanding Warrants and, solely with respect to any amendment to the terms of the Post-IPO Warrants
(if any), 50% of the number of then outstanding Post-IPO Warrants. Notwithstanding the foregoing, the Company may lower the
Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the
Registered Holders. 


 


9.9. Trust Account Waiver. The Warrant
Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established by the Company in connection
with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”), including by way of set-off, and shall
not be entitled to any funds in the Trust Account under any circumstance. In the event that the Warrant Agent has a claim against the
Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company and not against the property held in
the Trust Account. 


 


9.10. 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] 


 






    14


     


    

 


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 Warrant Agent
	 	 	 
	 	By:	
 
	 	 	Name:	
	 	 	Title:	 


 


[Signature Page to Warrant Agreement] 


 






     


     


    

 





EXHIBIT A 


 


FORM OF WARRANT CERTIFICATE 


 


 


 


 


 


[See attached] 


 









     


     


    

 




EXHIBIT B 


 


LEGEND 


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG
ENERGY CLOUD I ACQUISITION CORPORATION (THE “COMPANY”), ENERGY CLOUD SPONSOR HOLDINGS LIMITED AND THE OTHER PARTIES THERETO,
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE
DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN)
EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT
TO SUCH TRANSFER PROVISIONS. 


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF ORDINARY SHARES
OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.”