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
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).
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).
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).
