20,000,000 Units IGNITING CONSUMER GROWTH Acquisition Company Limited UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York
Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 20,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 25 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of [●], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), Igniting Growth Consumer Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2, a “Holder” and, collectively, the “Holders”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and Igniting Growth Consumer Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Igniting Consumer Growth Acquisition Company Limited Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman IslandsSecurities Subscription Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York
Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Igniting Growth Consumer Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,187,500 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one- half of one warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of October 1, 2021, by and between Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and the purchaser named on the signature page hereto (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT is made as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
FORM OF PRIVATE WARRANT AGREEMENT between IGNITING CONSUMER GROWTH ACQUISITION COMPANY LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021Private Warrant Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 2021, is by and between Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
FORM OF PUBLIC WARRANT AGREEMENT between IGNITING CONSUMER GROWTH ACQUISITION COMPANY LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021Public Warrant Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 2021, is by and between Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Igniting Consumer Growth Acquisition Company Limited Cherry Hills Village, CO 80113 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 22nd, 2021 • Igniting Consumer Growth Acquisition Co LTD • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the underwriting agreement (the “Underwriting Agreement”) entered into by and among Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), RBC Capital Markets, LLC and Nomura Securities International, Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per sh
