REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Inception Growth Acquisition Limited, a Delaware corporation (the “Company”), Soul Venture Partners LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INCEPTION GROWTH ACQUISITION LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
Inception Growth Acquisition Limited, a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • December 13th, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of December 8, 2021, by and between Inception Growth Acquisition Limited, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • December 13th, 2021 • Inception Growth Acquisition LTD • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 8, 2021, by and between INCEPTION GROWTH ACQUISITION LIMITED, a Delaware corporation (the “Company”), and Matthew C. Hong (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 13th, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
This Agreement is made as of December 8, 2021 by and between Inception Growth Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
RIGHTS AGREEMENTRights Agreement • December 13th, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 8, 2021 between Inception Growth Acquisition Limited, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”).
Inception Growth Acquisition Limited 875 Washington Street New York, NY 10014 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, New York 10022Inception Growth Acquisition LTD • December 13th, 2021 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Inception Growth Acquisition Limited, a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock the Company, par value $0.0001 per share (the “Common Stock”), one-half of one redeemable warrant, each whole warrant entitling its holder to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Warrants”) and one right to receive one-tenth of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
INCEPTION GROWTH ACQUISITION LIMITEDInception Growth Acquisition LTD • December 13th, 2021 • Blank checks • New York
