INCEPTION GROWTH ACQUISITION LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 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 • November 1st, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [*], 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 • November 1st, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
RIGHTS AGREEMENTRights Agreement • November 1st, 2021 • Inception Growth Acquisition LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2021 between Inception Growth Acquisition Limited, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”).
Inception Growth Acquisition Limited Room 602, 6/F Central, Hong Kong EF Hutton, division of Benchmark Investments, LLC 39th Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 1st, 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”), 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 15 hereof.
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.
