INDEMNITY AGREEMENTIndemnification 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”).
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 • September 9th, 2021 • Inception Growth Acquisition LTD • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between INCEPTION GROWTH ACQUISITION LIMITED, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 6th, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of 6, 2021, by and between Inception Growth Acquisition Limited, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
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”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • October 7th, 2024 • Inception Growth Acquisition LTD • Blank checks • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 1, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), INCEPTION GROWTH ACQUISITION LIMITED, a company incorporated under the laws of the state of Delaware (“IGTA” or the “Company”), and IGTA MERGER SUB LIMITED, a British Virgin Islands company and wholly owned subsidiary of IGTA (“Merger Sub” or the “Company”). For purposes of this Agreement, prior to the Business Combination (as defined below), references to the “Company” shall mean IGTA and upon and following the Business Combination, references to the “Company” shall mean Merger Sub which will be the resulting publicly listed company pursuant to the transactions contemplated by the Business Combination and which will be renamed “Prodigy, Inc.” The Investor, IGTA, Merger Sub, and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2024 • Inception Growth Acquisition LTD • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 1, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), INCEPTION GROWTH ACQUISITION LIMITED, a company incorporated under the laws of the state of Delaware (“IGTA” or the “Company”), and IGTA MERGER SUB LIMITED, a British Virgin Islands company and wholly owned subsidiary of IGTA (“Merger Sub” or the “Company”). For purposes of this Agreement, prior to the Business Combination (as defined in the Purchase Agreement), references to the “Company” shall mean IGTA and upon and following the Business Combination, references to the “Company” shall mean Merger Sub which will be the resulting publicly listed company pursuant to the transactions contemplated by the Business Combination and which will be renamed “Prodigy, Inc.” The Investor, IGTA, Merger Sub, and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Inception Growth Acquisition Limited Room 602, 6/F Central, Hong Kong EF Hutton, division of Benchmark Investments, LLC 17 Battery Pl Suite 625 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 9th, 2021 • Inception Growth Acquisition LTD • Blank checks
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”) and three-quarters 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”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
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”).
Convertible Promissory NoteConvertible Note • October 7th, 2024 • Inception Growth Acquisition LTD • Blank checks
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated [___________] (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and the YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • March 9th, 2023 • Inception Growth Acquisition LTD • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of March 8, 2023 by and among Inception Growth Acquisition Limited (the “Company”), Soul Venture Partners LLC (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
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 10022Underwriting Agreement • December 13th, 2021 • Inception Growth Acquisition LTD • 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.
BUSINESS COMBINATION AGREEMENT Dated as of September 12, 2023Business Combination Agreement • September 18th, 2023 • Inception Growth Acquisition LTD • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of September 12, 2023, by and among (i) AgileAlgo Holdings Ltd., a British Virgin Islands business company (the “Company”), (ii) Inception Growth Acquisition Limited, a Delaware corporation (the “Parent”), (iii) IGTA Merger Sub Limited, a British Virgin Islands business company and a wholly-owned subsidiary of the Parent (“Purchaser”), (iv) each of the holders of the Company’s outstanding shares that are named on Annex I hereto and that have executed and delivered a copy of this Agreement as of the date hereof, each of which is a Company Insider (as defined below) (collectively, the “Signing Sellers”), and (v) each of the other holders of the Company’s outstanding shares that, after the effective date of the Registration Statement (as defined below), shall execute and deliver to the Parent, Purchaser and the Company a joinder agreement in substantially the form attached as Exhibit A hereto (each, a “Joinder Agreement”) to
AMENDMENT No. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 21st, 2024 • Inception Growth Acquisition LTD • Blank checks
This Amendment No. 1 to Business Combination Agreement, dated as of June 20, 2024 (the “Amendment”), is to amend the Business Combination Agreement (the “Existing BCA”), which was made and entered into as of September 12, 2023, by and among AgileAlgo Holdings Ltd., a British Virgin Islands company (the “Company”), Inception Growth Acquisition Limited, a Delaware corporation (the “Parent”), and IGTA Merger Sub Limited, a British Virgin Islands company (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.
Exhibit E FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2023 • Inception Growth Acquisition LTD • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], by and among (i) Prodigy, Inc. (f/k/a IGTA Merger Sub Limited), a British Virgin Islands business company (the “Company”), (ii) Soul Venture Partners LLC, a Delaware limited liability company (the “Sponsor”), (iii) certain former shareholders of AgileAlgo Holdings Ltd., a British Virgin Islands business company (the “Target”), set forth on Schedule 1 hereto (such shareholders, the “Target Holders”) and (iv) other Persons who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (such Persons collectively with the Sponsor and the Target Holders, the “Holders” and each, a “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 1st, 2021 • Inception Growth Acquisition LTD • Blank checks
The undersigned hereby subscribes for 2,587,500 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 9th, 2021 • Inception Growth Acquisition LTD • Blank checks
The undersigned hereby subscribes for 2,587,500 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
Exhibit D FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 18th, 2023 • Inception Growth Acquisition LTD • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and between the undersigned holder of Company Ordinary Shares (as defined below) (the “Holder”) and Prodigy, Inc. (f/k/a IGTA Merger Sub Limited), a British Virgin Islands business company (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 18th, 2023 • Inception Growth Acquisition LTD • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of September 12, 2023 (this “Agreement”), is entered into by and among (i) Inception Growth Acquisition Limited, a Delaware corporation (together with its successors, including Purchaser (as defined below) after the Redomestication Merger (as defined below), “Parent”), (ii) IGTA Merger Sub Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Parent (“Purchaser”), (iii) AgileAlgo Limited, a British Virgin Islands company (the “Company”), and (iv) the stockholder(s) of Parent listed on Exhibit A hereto (each, a Stockholder and collectively, the “Stockholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
GLOBAL GUARANTY AGREEMENTGuaranty Agreement • October 7th, 2024 • Inception Growth Acquisition LTD • Blank checks • New York
This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of [____________], by AGILEALGO HOLDINGS LTD., a British Virgin Islands company (“AgileAlgo”) and AGILEALGO PTE. LTD., a Singapore company (“AAPL” and collectively with AgileAlgo and any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of PRODIGY, INC., a British Virgin Islands company (the “Debtor”) owed to the Creditor.
AMENDMENT No. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 16th, 2024 • Inception Growth Acquisition LTD • Blank checks
This Amendment No. 2 to Business Combination Agreement, dated as of December 16, 2024 (the “Amendment”), is to amend the Business Combination Agreement, which was made and entered into as of September 12, 2023, and amended by Amendment No. 1 thereto as of June 20, 2024 (the “Existing BCA”), by and among AgileAlgo Holdings Ltd., a British Virgin Islands company (the “Company”), Inception Growth Acquisition Limited, a Delaware corporation (the “Parent”), and IGTA Merger Sub Limited, a British Virgin Islands company (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.
FOURTH AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2024 • Inception Growth Acquisition LTD • Blank checks
This Amendment No. 4 (this “Amendment”), dated as of December 6, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Inception Growth Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
INCEPTION GROWTH ACQUISITION LIMITEDAdministrative Support Agreement • December 13th, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
THIRD AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 10th, 2024 • Inception Growth Acquisition LTD • Blank checks
This Amendment No. 3 (this “Amendment”), dated as of June 4, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Inception Growth Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 18th, 2023 • Inception Growth Acquisition LTD • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT, dated as of September 12, 2023 (this “Agreement”), is entered into by and among (i) Inception Growth Acquisition Limited, a Delaware corporation (together with its successors, including Purchaser (as defined below) after the Redomestication Merger (as defined below), “Parent”), (ii) IGTA Merger Sub Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Parent (“Purchaser”), (iii) AgileAlgo Limited, a British Virgin Islands company (the “Company”), and (iv) the undersigned shareholder of the Company (the “Shareholder”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 11th, 2023 • Inception Growth Acquisition LTD • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of September 8, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Inception Growth Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
November 27, 2024 Inception Growth Acquisition LimitedStandby Equity Purchase Agreement • December 4th, 2024 • Inception Growth Acquisition LTD • Blank checks
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2023 • Inception Growth Acquisition LTD • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of March 13, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Inception Growth Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
INCEPTION GROWTH ACQUISITION LIMITEDAdministrative Support Agreement • September 9th, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
