0001213900-24-089679 Sample Contracts

SATISFACTION AND DISCHARGE OF INDEBTEDNESS PURSUANT TO UNDERWRITING AGREEMENT DATED DECEMBER 8, 2021
Satisfaction and Discharge of Indebtedness • October 22nd, 2024 • Inception Growth Acquisition LTD • Blank checks

This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of October 17, 2024, by and between Inception Growth Acquisition Limited, a Delaware corporation (the “Company”), IGTA Merger Sub Limited, a British Virgin Islands company and wholly owned subsidiary of the Company (such company before the redomestication merger is referred to as the “Purchaser” and upon and following the redomestication merger is referred to as “PubCo”), AgileAlgo Holdings Ltd., a British Virgin Islands company (“AgileAlgo”) (collectively, the Company, Purchaser/PubCo and AgileAlgo, the “IGTA Parties”), on the one hand, and EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) (“EF Hutton”), on the other hand. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).

LOAN CONVERSION AGREEMENT
Loan Conversion Agreement • October 22nd, 2024 • Inception Growth Acquisition LTD • Blank checks • Delaware

This Loan Conversion Agreement (this “Agreement”), is made and entered into as of October 22, 2024, by and among (i) Inception Growth Acquisition Limited, a Delaware corporation (together with its successors, including after giving effect to the Merger (as defined below), the “Company”), (ii) IGTA Merger Sub Limited, a British Virgin Islands company (together with its successors, including after giving effect to the Redomestication Merger (as defined below), “PubCo”), and (iii) Soul Venture Partners LLC (the “Sponsor”). The Company, PubCo and the Sponsor are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms in the Notes (as hereinafter defined).