Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of
[*], 2021 by and between Inception Growth Acquisition Limited (the “Company”) and Continental Stock Transfer &
Trust Company, as trustee (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-257426 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities
and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and


 


WHEREAS, EF Hutton, division
of Benchmark Investments, LLC (“EF Hutton”) is acting as the representative of the underwriters in the IPO; and

 


WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $90,900,000 of
the gross proceeds of the IPO and the net proceeds of a private placement taking place simultaneously therewith ($104,535,000 if the
over-allotment option is exercised in full), will be delivered to the Trustee to be deposited and held in the Trust Account for the benefit
of the Company and the holders of the shares of the Company’s common stock, par value $0.0001 per share, issued in the IPO as hereinafter
provided (the proceeds to be delivered to the Trustee will be referred to herein as the “Property”; the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public
Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to the greater of $1,000,000 or 2.5% of the cash remaining in the Trust Account upon liquidation
thereof, with a cap of $2,250,000, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS, if a Business Combination
is not consummated within the initial 15-month period following the closing of the Offering, or up to 21 months if the Company extends
the period of time by two three-month periods (each, an “Extension”), up to a maximum of 21 months in the aggregate,
by depositing $900,000 (or $1,035,000 if the Underwriters’ over-allotment option is exercised in full, or in any case, $0.10 per
Unit) per Extension into the Trust Account no later than the 15-month anniversary of the IPO for the first Extension and the 18-month
anniversary of the IPO for the second Extension (each, an “Applicable Deadline”), as applicable, in exchange for which
they will receive promissory notes; and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee at [bank name] in the United States, maintained by Trustee, and at a brokerage
institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills,
notes or bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 






     
 


     


    

 


(d) Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as
such term is used herein;


 


(e) Notify
the Company and EF Hutton of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of its tax
returns;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i) Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on
behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in
the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed
to by EF Hutton, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in
the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has
not been received by the Trustee by the 15-month anniversary of the closing of the IPO (“Closing”) or, in the event
that the Company has validly extended the time to complete the Business Combination for up to 21 months from the closing of the IPO, pursuant
to the Company’s Amended and Restated Certificate of Incorporation, but has not completed the Business Combination within the applicable
monthly anniversary of the Closing (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.

 


(j) Upon
receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business
days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified
in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter.


 


(k) Not
disburse any amounts from the Trust Account in connection with a Business Combination in the event that the amount per share to be received
by the redeeming Public Stockholders is less than $10.10 per share (plus the amount per share deposited in the Trust Account pursuant
to any Extension Letter).


 


(l) In
connection with a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other person,
disburse the per share amount to redeeming Public Stockholders (other than shares tendered through the Depository Trust Company) that
have tendered their shares directly to the Trustee.


 






    2


     


    

 


(m) Promptly
acknowledge and comply with any irrevocable instruction letter delivered in the form of Exhibit E delivered by the Company in
connection with the disbursement of funds to a Public Stockholder.


 


(n) Promptly
acknowledge, in writing to any redeeming Public Stockholder and the Company, any irrevocable instruction letter in the form of Exhibit
F delivered by such redeeming Public Stockholder after the announcement by the Company of a proposed Business Combination and promptly
comply with any irrevocable written instruction letter in the form of Exhibit F delivered by such Public Stockholder in connection
with the disbursement of funds to such Public Stockholder if the Company has not notified the Trustee in writing during the Objection
Period that such irrevocable written instruction letter is a Non-Compliant Instruction Letter (as defined below).


 


2. Limited
Distributions of Income from Trust Account.


 


(a) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company
to cover any income or other tax obligation owed by the Company.


 


(b) The
limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided
in Section 2(a), no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c) The
Company shall provide EF Hutton with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President
or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall
be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes
to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm
such instructions in writing;


 


(b) Subject
to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any
and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim,
potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income
earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such
notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure.
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may
not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld
or delayed. The Company may participate in such action with its own counsel;


 






    3


     


    

 


(c) Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections
2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall
be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation
of a Business Combination, or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d) In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of
the Company’s stockholders regarding such Business Combination;


 


(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to
any proposed withdrawal from the Trust Account promptly after it issues the same; and


 


(f) In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees
that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(g) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount;

 


(h) Upon
receiving the written request of a Public Stockholder to do so at any time after the date hereof, provide such Public Stockholder with
a copy of any instruction provided to the Trustee pursuant to Section 1(i) along with any Notification (as defined in Exhibit A),
Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered
to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust
Account being less than $90,900,000 (or $104,535,000 if the Underwriters’ over-allotment option is exercised in full) plus any
amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such
written notice, a “Disbursement Notice” and the date such Public Stockholder receives a Disbursement Notice, a “Disbursement
Notice Date”). Each Disbursement Notice shall be delivered to such Public Stockholder at least two business days prior to the disbursement
of any Property pursuant to Section 1(i) and no Property shall be disbursed from the Trust Account prior to the date that is two business
days from the applicable Disbursement Notice Date.


 


(i) At
the request of any Public Stockholder who has removed shares from street name and holds such shares either in certificated or book-entry
form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption
in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to
the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee directing the Trustee to disburse
no less than $10.10 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public
Stockholder.


 


(j) Following
receipt of a copy of an irrevocable written instruction letter in the form of Exhibit F delivered by a Public Stockholder who has removed
shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry
form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee,
review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or
prior to the date of such letter and (iii) the number of shares of common stock set forth on such letter to be redeemed is not greater
than the number of shares of common stock held by the applicable Public Stockholder. Solely if the Company cannot confirm the requirements
of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt
of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection
Period”), the Company will notify the applicable Public Stockholder and the Trustee in writing that such irrevocable written instruction
letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter.


 


(k) If
applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five
days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend
the Applicable Deadline;


 


(l) Promptly
following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been extended.


 


(m) Unless
otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in
connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account
or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account
to the Company or any other person.


 






    4


     


    

 


4. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Take
any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change
the investment of any Property, other than in compliance with paragraph 1(c);


 


(d) Refund
any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely
conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by
the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound
by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the
Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company
or any other action taken by it is as contemplated by the Registration Statement;


 


(h) File
local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements
with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and
that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; and


 


(k) Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 


5. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to,
or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may
have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the
Trust Account and not against the Property or any monies in the Trust Account.


 






    5


     


    

 


6. Termination.
This Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with
the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i) hereof,
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Paragraph 3(b).


 


7. Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all
information supplied to it by the Company, including account names, account numbers and all other identifying information relating to
a beneficiary, beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the wire.

 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one
instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Sections 1(i), 1(l), 1(m), 3(g), 3(h), 7(c) and 7(h) (which may only be amended with the approval of the holders of at least 50% or more
of the shares of common stock present or represented at the meeting, par value $0.0001 per share, of the Company voting together as a
single class, have voted in favor of such change, amendment or modification, provided that all Public Stockholders must be given the
right to receive a pro-rata portion of the trust account (no less than $10.10 per share plus the amount per share deposited in the Trust
Account pursuant to any Extension Letter) in connection with any such amendment), this Agreement or any provision hereof may only be
changed, amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of EF Hutton. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety
of any proposed amendment.


 


(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan,
for purposes of resolving any disputes hereunder.


 


(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by electronic
mail or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

[address]

Attn: [*]

E-mail:[*]


 






    6


     


    

 


with a copy to:


 


[*]

[address]

E-mail:[*]


 


if to the Company, to:


 


Inception Growth Acquisition Limited

875 Washington Street


New York, NY 10014


Attn: Paige E. Craig, Chief Executive Officer

E-mail: paige@outlanderlabs.com


 


in either case with a copy
(which copy shall not constitute notice) to:


 


EF Hutton, division of Benchmark Investments, LLC
590 Madison Avenue,


39th Floor New York,


New York 10022


Attn: Joseph T. Rallo, Chief Executive Officer

E-mail: jrallo@efhuttongroup.com


 


and


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Lawrence Venick, Esq.

E-mail: lvenick@loeb.com


 


and


 


[*]

Attn: [*]

E-mail: [*]


 


(f) This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder.


 


(h) Each
of the Company and the Trustee hereby acknowledge that EF Hutton is a third party beneficiary of this Agreement.


 


[signature page follows]


 









    7


     


    

 


IN WITNESS WHEREOF, the parties have duly executed
this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 	 	 
	 	By:	 
	 	 	Name:	[*]
	 	 	Title:	[*]
	 	 	 	 
	 	INCEPTION GROWTH ACQUISITION LIMITED
	 	 	 	 
	 	By:	
	 	 	Name: 	Paige E. Craig
	 	 	Title:	Chief Executive Officer



 






     
 


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	[*]
	 
	Annual fee	 	Initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	[*]	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	[*]	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	 	Prevailing
rates 
	 



 






     
 


     


    

 








EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


Attn: [Legal Department]


 


Re: Trust
Account No. [_____________] - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between Inception Growth Acquisition Limited (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this is to advise you that
the Company has entered into an agreement with [__________________] (“Target Business”) to consummate a business combination
with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48
hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________] and to transfer the proceeds
to the above-referenced account at [bank name] to the effect that, on the Consummation Date, all of funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as
directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed
that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends.

 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, and (ii) the Company
shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the Company’s stockholders
in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and EF Hutton, division
of Benchmark Investments, LLC with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount
to the Representative, and which must provide for the disbursement of no less than $10.10 per share plus the amount per share deposited
in the Trust Account per Extension Letter to redeeming Public Stockholders (“Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all
the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.

 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the
Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	INCEPTION GROWTH ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Secretary/Assistant Secretary


 


	Acknowledged and Agreed:	 
	 	 
	EF Hutton, division of Benchmark Investments, LLC	 
	 	 	 
	By:	 	 
	Name:	                   	 
	Title:	 	 


 






    A-1


     


    

 





EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


Attn: [Legal Department]


 


Re: Trust
Account No. [______________] - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between Inception Growth Acquisition Limited (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this is to advise you that
the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________] and to transfer the
total proceeds to the Trust Operating Account at [bank name] to await distribution to the Public Stockholders. The Company has selected
[____________, 20__] as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their
share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while
on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to
distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the
Trust Agreement shall be terminated.


 



	 	Very truly yours,
	 	 
	 	INCEPTION GROWTH ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Secretary/Assistant Secretary



 


cc: EF Hutton, division of Benchmark Investments,
LLC


 






    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


Attn: [Legal Department]


 


Re: Trust
Account No. [___________]


 


Gentlemen:


 


Pursuant to paragraph 2(a)
of the Investment Management Trust Agreement between Inception Growth Acquisition Limited (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such
funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to
transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	INCEPTION GROWTH ACQUISITION LIMITED
	 	 
	 	By:	 
	 	Name:	                   
	 	Title:	 



 


cc: EF Hutton, division of Benchmark Investments,
LLC


 









    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


[address]


Attn: [*]


 


Re: Trust
Account - Extension Letter


 


Gentlemen:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between Inception Growth Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company,
dated as of [*], 2021 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order
to consummate a Business Combination with the Target Businesses for an additional three (3) months, from _______ to _________ (the “Extension”).


 


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.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to deposit [$900,000] [(or $1,035,000 if the underwriters’ over-allotment option was exercised in full,
or in any case, $0.1 per public share)], which will be wired to you, into the Trust Account investments upon receipt.


 


This is the ____ of up to two Extension Letters.


 


	 	Very truly yours,
	 	 
	 	Inception Growth Acquisition Limited
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 



 


cc: EF Hutton, division of Benchmark Investments, LLC


 






    D-1


     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


Continental Stock Transfer & Trust Company


Attn: [Legal Department]


 


Re:
Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant to paragraphs 1(m) and 3(g) of the Investment
Management Trust Agreement between Inception Growth Acquisition Limited (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this constitutes our irrevocable instruction
to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $______,
for a total disbursement of $__________________which is not less than $10.10 (plus the amount per share deposited in the Trust Account
pursuant to any Extension Letter) to ________________ (the “Stockholder”) for the _____________________ shares of the Company’s
common stock delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination, and (ii)
deliver to the Stockholder the amounts specified in clause (i) prior to delivering and amounts to the Depository Trust Company, the Company,
or any person from whom you have not received an irrevocable instruction substantially similar to this one. The Stockholder wire instructions
are attached. A share advice or DWAC instruction from our broker is also attached.


 


The Company shall indemnify you and your officers,
directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability,
damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any
of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise
in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except
that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence
or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if
such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 


The Board of Directors of the Company has approved
the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify your firm for all
loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


The Stockholder is intended to be and is a third
party beneficiary of this letter and the irrevocable instructions set forth herein, and no amendment or modification to the instructions
set forth herein may be made without the prior written consent of the Stockholder.


 


By signing below, the person executing this letter
certifies that they are duly authorized to execute this letter on behalf of the Company and to bind the Company to all of the terms and
conditions contained herein.


 


[remainder of page intentionally left blank]


 






    E-1


     


    

 


	 	Very truly yours,
	 	 
	 	INCEPTION GROWTH ACQUISITION LIMITED
	 	 	                  
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	Acknowledged and Agreed:
	 
	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	Name:	 	                 
	Title:	 	 


 


Cc: [STOCKHOLDER].


 


Attachments:

Stockholder Wire Instructions

Share advice or instruction


 






    E-2


     


    

 


EXHIBIT F


 


[Letterhead of Company]


 


[Insert date]


Continental Stock Transfer & Trust Company


Attn: [Legal Department]


 


Re:
Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant to paragraphs 1(n) and 3(h) of the Investment
Management Trust Agreement between Inception Growth Acquisition Limited (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this constitutes our irrevocable instruction
to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $______,
for a total disbursement of $_________________which is not less than $10.10 (plus the amount per share deposited in the Trust Account
pursuant to any Extension Letter) per share to ________________ (the “Stockholder”) for the _____________________ shares
of the Company’s common stock delivered to you prior to or concurrently herewith for redemption in connection with the Business
Combination, and (ii) deliver to the Stockholder the amounts specified in clause (i) prior to delivering and amounts to the Depository
Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially similar to this one.
Our wire instructions are attached. We understand that a servicing fee of $[250.00] will deducted from our payment. A share advice or
DWAC instruction from our broker is attached.


 


The Company shall indemnify you and your officers,
directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability,
damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any
of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise
in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except
that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence
or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect of this if
such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


 


The Board of Directors of the Company does hereby
extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority
and direction herein contained on the terms herein set forth.


 


No amendment or modification to the instructions
set forth herein may be made without the prior written consent of the Stockholder.


 


By signing below, the person executing this letter
certifies that they are duly authorized to execute this letter on behalf of the Stockholder and to bind the Stockholder to all of the
terms and conditions contained herein.


 


[remainder of page intentionally left blank]


 









    F-1


     


    

 


	 	Very truly yours,
	 	 
	 	[STOCKHOLDER]
	 	 	                           
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	Acknowledged and Agreed:
	 
	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Cc:	
    Inception Growth Acquisition Limited

    875 Washington Street

    New York, NY 10014

    Attn: Paige E. Craig, Chief Executive Officer
	 


 


Attachments:

Stockholder Wire Instructions

Share advice or instruction


 


 


F-2