Energy Cloud I Acquisition Corporation 7,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2021 • Energy Cloud I Acquisition Corp • Blank checks • New York
The undersigned, Energy Cloud I Acquisition Corporation, a British Virgin Islands corporation (“Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you”, “EF Hutton”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2021 • Energy Cloud I Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of ____________________, 2021, by and among ENERGY CLOUD I ACQUISITION CORPORATION, a British Virgin Islands Company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 3rd, 2021 • Energy Cloud I Acquisition Corp • Blank checks • New York
This Agreement is made as of _________________, 2021 by and between Energy Cloud I Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • November 3rd, 2021 • Energy Cloud I Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, between ENERGY CLOUD I ACQUISITION CORPORATION, a British Virgin Islands company (the “Company”), and [•] (“Indemnitee”).
RIGHT AGREEMENTRight Agreement • November 3rd, 2021 • Energy Cloud I Acquisition Corp • Blank checks • New York
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”).
Energy Cloud I Acquisition Corporation Intershore Chambers, Road Town, Tortola Road Town, Tortola, British Virgin IslandEnergy Cloud I Acquisition Corp • November 3rd, 2021 • Blank checks • Virgin Islands
We are pleased to accept the offer you, Mr. Qingxun Kong (the “Subscriber”) have made to purchase an aggregate of 20,000 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”), up to 2,578 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Energy Cloud I Acquisition Corporation, a British Virgin Islands company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND ENERGY CLOUD SPONSOR HOLDINGS LIMITEDUnit Purchase Agreement • November 3rd, 2021 • Energy Cloud I Acquisition Corp • Blank checks
Energy Cloud I Acquisition Corporation ( “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units in the IPO, each comprised of one ordinary share, no par value per share of the Company (“Ordinary Shares”), one half of one right (“Rights”), each whole right entitling holder to receive one tenth (1/10) of one Ordinary Share, and one warrant (“Warrant”), each whole Warrant entitling holder to purchase one Ordinary Share.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 3rd, 2021 • Energy Cloud I Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among ENERGY CLOUD I ACQUISITION CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
WARRANT AGREEMENTWarrant Agreement • November 3rd, 2021 • Energy Cloud I Acquisition Corp • Blank checks • New York
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”).
Energy Cloud I Acquisition Corporation Intershore Chambers, Road Town, Tortola Road Town, Tortola, British Virgin IslandEnergy Cloud I Acquisition Corp • November 3rd, 2021 • Blank checks • Virgin Islands
We are pleased to accept the offer you, Energy Cloud Sponsor Holdings Limited (the “Subscriber”) have made to purchase an aggregate of 1,360,000 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”), up to 187,949 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Energy Cloud I Acquisition Corporation, a British Virgin Islands company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Energy Cloud I Acquisition Corporation Room 2006, Block 5, Zone 5, Aoyuan City Plaza Panyu District, Guangzhou, ChinaEnergy Cloud I Acquisition Corp • November 3rd, 2021 • Blank checks
This letter agreement by and between Energy Cloud I Acquisition Corporation (the “Company”) and Energy Cloud Sponsor Holdings Limited (“Energy Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
