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.”
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.
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.
