Exhibit
10.4


 


Inception
Growth Acquisition Limited


875
Washington Street


New
York, NY 10014


 


Ladies
and Gentlemen:


 


Inception
Growth Acquisition Limited (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses
or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities
Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration
Statement”).


 


The
undersigned hereby commits that it will purchase 4,350,000 warrants of the Company (“Private Warrants”), each Private Warrant
entitles its holder to purchase one share of common stock of the Company (“Common Stock”), at $1.00 per Private Warrant,
for a purchase price of $4,350,000 (the “Private Warrant Purchase Price”).


 


The
undersigned hereby agrees that it will purchase an additional amount of warrants of the Company (“Over-Allotment Warrants”),
up to a maximum of 371,250 Over-Allotment Warrants, or a maximum purchase price of $ Warrants (“Over-Allotment Warrant Purchase
Price”, together with the Private Warrant Purchase Price, the “Purchase Price”), in the event EF Hutton, division of
Benchmark Investments, LLC (“EF Hutton”) exercises its over-allotment option, such that the amount held in the trust account
(as described in the Registration Statement) does not fall below $10.10 per share for each share of Common Stock sold in the IPO.


 


At
least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Warrant
Purchase Price to be delivered to Loeb & Loeb LLP (“Loeb”), counsel for the Company, by wire transfer as set forth in
the instructions attached as Exhibit A to hold in a non-interest bearing account until the Company consummates the IPO.


 


The
consummation of the purchase and issuance of the Private Warrants shall occur simultaneously with the consummation of the IPO and the
consummation of the purchase and issuance of the Over-Allotment Warrants shall occur simultaneously with the closing of any exercise
of the over-allotment option related to the IPO. Simultaneously with the consummation of the IPO, Loeb shall deposit the Private Warrant
Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Company for the benefit
of the Company’s public shareholders as described in the Registration Statement. If the Company does not complete the IPO within
ten (10) days from the date of this letter, the Private Warrant Purchase Price (without interest or deduction) will be returned to the
undersigned.


 


Each
of the Company, and the undersigned acknowledges and agrees that Loeb is serving hereunder solely as a convenience to the parties to
facilitate the purchase of the Private Warrants and Loeb’s sole obligation under this letter agreement is to act with respect to
holding and disbursing the Private Warrant Purchase Price as described above. Loeb shall not be liable to the Company, EF Hutton or the
undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing
its services hereunder unless Loeb has acted in a manner constituting gross negligence or willful misconduct. The Company and the undersigned
shall indemnify Loeb against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing
to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct. Loeb may rely and shall
be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed
by it to be genuine and to have been signed or presented by the proper party or parties.


 






     


    


    

 


The
Private Warrants and Over-Allotment Warrants will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned
agrees:


 


		●	to
                                            vote the shares of Common Stock underlying the Private Warrants and Over-Allotment Warrants
                                            in favor of any proposed Business Combination;



 


		●	not
                                            to propose, or vote in favor of, an amendment to the Company’s Amended and Restated
                                            Memorandum and Articles of Association that would affect the substance or timing of the Company’s
                                            obligation to redeem 100% of the Company’s shares of Common Stock sold in the IPO if
                                            the Company does not complete an initial Business Combination within 15 (or up to 21 as described
                                            in the Registration Statement) months from the closing of the IPO, unless the Company provides
                                            the holders of shares of Common Stock sold in the IPO with the opportunity to redeem shares
                                            of Common Stock upon approval of any such amendment at a per-share price, payable in cash,
                                            equal to the aggregate amount of the Trust Fund, including interest earned on Trust Fund
                                            and not previously released to the Company to pay the Company’s franchise and income
                                            taxes, divided by the number of then outstanding shares of Common Stock sold in the IPO;



 


		●	not
                                            to convert any shares of Common Stock underlying the Private Warrants and Over-Allotment
                                            Warrants into the right to receive cash from the Trust Fund in connection with a shareholder
                                            vote to approve either a Business Combination or an amendment to the provisions of the Company’s
                                            Amended and Restated Certificate of Incorporation, and not to tender the Private Warrants
                                            and Over-Allotment Warrants in connection with a tender offer conducted prior to the closing
                                            of a Business Combination;



 


		●	the
                                            undersigned will not participate in any liquidation distribution with respect to the Private
                                            Warrants and Over-Allotment Warrants (but will participate in liquidation distributions with
                                            respect to any units or shares of Common Stock purchased by the undersigned in the IPO or
                                            in the open market) if the Company fails to consummate a Business Combination;



 


		●	that
                                            the Private Warrants, Over-Allotment Warrants and underlying securities will not be transferable
                                            until after the consummation of a Business Combination except (i) to the Company’s
                                            pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees,
                                            (ii) transfers to the undersigned’s affiliates or its members upon its liquidation,
                                            (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of
                                            descent and distribution upon death, (v) pursuant to a qualified domestic relations order,
                                            (vi) by certain pledges to secure obligations incurred in connection with purchases of the
                                            Company’s securities, (vii) by private sales made in connection with the consummation
                                            of a Business Combination at prices no greater than the price at which the Private Warrants
                                            were originally purchased or (viii) to the Company for cancellation in connection with the
                                            consummation of a Business Combination, in each case (except for clause viii) where the transferee
                                            agrees to the terms of the transfer restrictions; and



 


		●	the
                                            Private Warrants and Over-Allotment Warrants will include any additional terms or restrictions
                                            as is customary in other similarly structured blank check company offerings or as may be
                                            reasonably required by the underwriters in the IPO in order to consummate the IPO, each of
                                            which will be set forth in the Registration Statement.



 


The
undersigned acknowledges and agrees that the purchaser of the Private Warrants and Over-Allotment Warrants will execute agreements in
form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to
the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 






    2


    


    

 


The
undersigned hereby represents and warrants that:


 


		(a)	it
                                            has been advised that the Private Warrants and Over-Allotment Warrants have not been registered
                                            under the Securities Act;



 


		(b)	it
                                            will be acquiring the Private Warrants and Over-Allotment Warrants for its account for investment
                                            purposes only;



 


		(c)	it
                                            has no present intention of selling or otherwise disposing of the Private Warrants and Over-Allotment
                                            Warrants in violation of the securities laws of the United States;



 


		(d)	it
                                            is an “accredited investor” as defined by Rule 501 of Regulation D promulgated
                                            under the Securities Act of 1933, as amended;



 


		(e)	it
                                            has had both the opportunity to ask questions and receive answers from the officers and directors
                                            of the Company and all persons acting on its behalf concerning the terms and conditions of
                                            the offer made hereunder;



 


		(f)	it
                                            is familiar with the proposed business, management, financial condition and affairs of the
                                            Company;



 


		(g)	it
                                            has full power, authority and legal capacity to execute and deliver this letter and any documents
                                            contemplated herein or needed to consummate the transactions contemplated in this letter;
                                            and



 


		(h)	this
                                            letter constitutes its legal, valid and binding obligation, and is enforceable against it.



 






    3


    


    

 


This
letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Private
Warrants and Over-Allotment Warrants, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, with respect to the same.


 


	 	Very truly yours,
	 	 
	 	Soul Venture Partners LLC
	 	 
	 	By: 	 
	 	Name:	 
	 	Title:  	Director


 


	Accepted and Agreed:	 
	 	 
	Inception Growth Acquisition Limited	 
	 	 
	By: 	 	 
	 	Name: 	Paige E. Craig	 
	 	Title: 	Chief Executive Officer	 


 




    4


    


    


 


Exhibit
A


 


Wire
Instructions


 


Bank
Name: Citigroup Private Bank


Bank
Address: 153 East 53rd Street


    New
York, NY 10022


Account
Name: Loeb & Loeb LLP – Trust Account


Account
Number: __________


Routing/ABA
Number (Domestic Wires): __________


Swift
Code (Foreign Wire): __________


Note:
__________