Exhibit 4.5


 


WARRANT AGREEMENT


 


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”).


 


WHEREAS, the Company is engaged
in a public offering (the “Public Offering”) of 9,000,000 units (the “Public Unit(s)”) of the Company
(and up to 1,350,000 additional Units if the underwriters’ over-allotment option is exercised in full), each Unit consisting of
one share of common stock, par value $0.0001 per share (the “Common Stock”), one-half (1/2) of one warrant (the “Public
Warrant(s)”), each whole warrant entitling its holder to purchase one (1) share of Common Stock (the “Warrant Share(s)”),
and one right, each right entitling its holder to receive one-tenth (1/10) of one (1) share of Common Stock (the “Public Right(s)”);


 


WHEREAS, the Company entered into certain Private Placement Warrants
Subscription Agreement (the “Subscription Agreement”) with Soul Venture Partners LLC (the “Sponsor”),
pursuant to which the Sponsor agreed to purchase an aggregate of 4,350,000 private placement warrants (or up to 4,721,250 warrants of
the underwriter’s over-allotment option is exercised in full) simultaneously with the closing of the Offering, at a purchase price
of $1.00 per warrant (the “Private Warrants”), each Private Warrant bearing the legend set forth in Exhibit B hereto;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-257426
(“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”)
of the Units, the Common Stock, the Public Warrants and the Public Rights included in the Units;


 


WHEREAS, the Company
may issue up to an additional 1,000,000 warrants (the “Working Capital Warrants”) at a price of $1.00 per Working Capital
Warrant, in satisfaction of certain working capital loans made by the Company’s officers, directors, initial stockholders and their
affiliates; and


 


WHEREAS, in order to extend the period of time the Company has to consummate
a Business Combination (defined below) as described in the prospectus which forms part of the Registration Statement, the Sponsor or its
affiliates or designees may, but are not obligated to, loan the Company funds as the Company may require to extend the period in which
the Company must complete its initial business combination twice, for an additional three months each time, up to 21 months, for each
three month extension $900,000, or $1,035,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in
either case), of which up to $1,800,000, or $2,070,000 if the underwriters’ over-allotment option is exercised in full, of such
loans may be paid upon consummation of a Business Combination, or convertible into up to an additional 1,800,000, or 2,070,000 warrants
if underwriters’ over-allotment option is exercised in full, at a price of $1.00 per warrant, and, in connection therewith, will
issue and deliver up to an aggregate of 1,800,000 warrants, or 2,070,000 warrants underwriters’ over-allotment option is exercised
in full (the “Extension Warrants”); and


 


WHEREAS, following consummation of the Public Offering, the Company
may issue additional warrants (“Post IPO Warrants” and together with the Private Warrants, the Working Capital Warrants,
the Extension Warrants and the Public Warrants, the “Warrants”) in connection with, or following the consummation by
the Company of, a Business Combination (defined below); and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption, and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


  


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 




     


     


    

 


2. Warrants.


 


2.1. Form of
Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or
Chief Executive Officer, Chief Financial Officer of the Company and shall bear a facsimile of the Company’s seal. In the event the
person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date
of issuance.


 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The
Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case as determined by the
Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect
as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect of
Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4. Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.


 


2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Detachability of Warrants. The securities comprising
the Units will not be separately transferable until the 52nd day following the date of the Prospectus or, if such 52nd
day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business
(a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment
Date”) with the consent of EF Hutton, division of Benchmark Investments, LLC, as the representative of the several underwriters
for the Offering (the “Representative”), but in no event will the Representative allow separate trading of the securities
comprising the Units until (i) the Company has filed a Current Report on Form 8-K which includes an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from
the exercise of the underwriters’ over-allotment option in the Public Offering, if the over-allotment option is exercised prior
to the filing of the Form 8-K, and (ii) the Company has issued a press release and has filed a Current Report on Form 8-K
announcing when such separate trading shall begin. If the over-allotment option is exercised following the filing of a current report
on Form 8-K pursuant to (A) above, a second or amended current report on Form 8-K will be filed to provide updated financial information
to reflect the exercise of the over-allotment option.


 


2.6 .Fractional Warrants.
The Company shall not issue fractional Warrants other than as part of the Public Units, each of which is comprised of one share of Common
Stock and one half of one Public Warrant. If, upon the detachment of Public Warrants from Public Units or otherwise, a holder of Warrants
would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to
be issued to such holder.


 


2.7 Private Warrants, Working Capital Warrants, and Extension Warrants
Attributes. The Private Warrants, Working Capital Warrants, and Extension Warrants will be issued in the same form as the Public Warrants.


 


2.8.  Post IPO Warrants. The Post IPO Warrants, when and
if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.


 




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3. Terms and Exercise of Warrants


 


3.1. Warrant Price. Each Warrant shall, when countersigned
by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price
of $11.50 per full share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement refers to the price per share at which the shares of Common Stock may be
purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the
Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide
at least twenty (20) days’ prior written notice of such reduction to registered holders of the Warrants and, provided further
that any such reduction shall be applied consistently to all of the Warrants.


 


3.2. Duration
of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) the date of the consummation by the
Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement)
and (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier
to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00
p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement, and (iii) the liquidation
of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first
become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except
with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding
Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration
of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’
prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently
to all of the Warrants.


 


3.3. Exercise
of Warrants.


 


3.3.1. Payment. Subject to the provisions of the Warrant
and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof by surrendering
it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State
of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each
share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the
Warrant, as follows:


 


(a) in lawful
money of the United States, by good certified check or good bank draft payable to the order of the Warrant Agent or wire transfer;


 


(b) in the event of a redemption pursuant to Section 6.1 hereof
in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,”
by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (defined
in this Section 3.3.1(b) below), over the Warrant Price by (y) the Fair Market Value; provided, however, that no cashless exercise
shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(b),
the “Fair Market Value” shall mean the average reported closing price of the shares of Common Stock for the ten (10) trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of the Warrants pursuant to
Section 6 hereof; or


 


(c) in the event the registration statement required by Section 7.4
hereof is not effective and current within sixty (60) Business Days after the closing of a Business Combination, by surrendering
such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (defined in this Section
3.3.1(c)), over the Warrant Price by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless
the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair
Market Value” shall mean the average reported last sale price of the shares of Common Stock for the ten (10) trading days ending
on the trading day prior to the date of exercise.


 




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3.3.2. Issuance of shares of Common Stock. As soon as practicable
after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to
the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock
to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not
have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise.
No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant
unless the shares of Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration
or qualification under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition
in the immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to
exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing
such Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants
may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.


 


3.3.3. Valid Issuance. All shares of Common Stock issued
upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.4. Date of Issuance. Each person in whose name any
book entry position or certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of
record of such shares on the date on which the Warrant, or book entry position representing such Warrant, was surrendered and payment
of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the share transfer books of the Company or book entry system of the Warrant Agent are closed, such person shall
be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books
or book entry system are open.


 


3.3.5 Maximum Percentage. A holder of a Warrant may notify
the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of
a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the
Warrant Agent shall not cause the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant,
to the extent that after giving effect to such exercise, such person and any of its affiliates or any other person subject to aggregation
with such person for purposes of the “beneficial ownership” test under Section 13 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or any “group” (within the meaning of Section 13 of the Exchange Act) of which
such person is or may be deemed to be a part, would beneficially own (within the meaning of Section 13 of the Exchange Act) (or to the
extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder would
result in a higher ownership percentage, such higher percentage would be), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
such person and its affiliates or any such other person or group shall include the number of shares of Common Stock issuable upon exercise
of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would
be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject
to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For
purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report
on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting forth the number of shares
of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock
was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


 




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4. Adjustments.


 


4.1. Stock Dividends; Split Ups. If after the date hereof,
and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock are increased by a stock dividend
payable in shares of Common Stock, or by a split up of shares of Common Stock, or other similar event, then, on the effective date of
such stock dividend, split up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase in outstanding shares of Common Stock. A rights offering to holders of the Common Stock entitling holders
to purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed
a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold
in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for the Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided
by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering is for securities convertible into or exercisable
for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for
such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means
the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior
to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights.


 


4.2. Aggregation of Shares. If after the date hereof, the
number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of
shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease
in outstanding shares of Common Stock.


 


4.3 Extraordinary Dividends. If the Company, at any time
while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the
holders of the shares of Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible (an
“Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date
of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s Board of Directors,
in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend divided by all outstanding shares of the
Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the
following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1
above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash
distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend
or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether
or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) but only with respect to the amount of
the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the redemption rights of the
holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s
Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with
the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes
of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously
paid an aggregate of $0.40 of cash dividends and cash distributions on the shares of Common Stock during the 365-day period
ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the
effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash
dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater
of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period
prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s
initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares
(with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur
as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.


 


4.4 Adjustments in Exercise Price. Whenever the number
of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant
Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 




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4.5. Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1,
4.2 or 4.3 hereof or that solely affects the par value of the shares of Common Stock), or in the case of any merger or consolidation of
the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale
or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety
in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or
other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his,
her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change in the shares of Common Stock
covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5.
The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of
the Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for shares of shares of Common Stock, the
offeror shall not make any tender offer for Warrants if the effect of such offer would be to require the Warrants to be accounted for
as liabilities under applicable accounting principles.


 


4.6. Issuance in connection with a Business Combination.
If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock or equity-linked securities at
an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by
the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Company’s initial stockholders,
or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (b) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value
(as defined below) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to
115% of the greater of (i) the Fair Market Value or (ii) the price at which the Company issues the shares of Common Stock or equity-linked
securities, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher
of the Fair Market Value and the price at which the Company issues shares of Common Stock or equity-linked securities. Solely for purposes
of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price of the shares
of Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination.


 


4.7 Notices of Changes
in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address
set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such event.


 


4.8. No Fractional Warrants or Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If,
by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number of
shares of Common Stock to be issued to the Warrant holder.


 




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4.9. Form of Warrant. The form of Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price
and the same number of shares of Common Stock as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company
may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not
affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding
Warrant or otherwise, may be in the form as so changed.


 


4.10 Other Events. In case any event shall occur affecting
the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would
require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate
the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants,
investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment
to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine
that an adjustment is necessary, the terms of such adjustment, provided, however, that under no circumstances shall the Warrants be adjusted
pursuant to this Section 4.10, as a result of any issuance of securities in connection with the Business Combination. The Company shall
adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5. Transfer and Exchange of Warrants.


 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2. Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate or book-entry position for a fraction of a Warrant.


 


5.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5. Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required
by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private Warrants Working Capital Warrants, and the Extension
Warrants. The Warrant Agent shall not register any transfer of Private Warrants Working Capital Warrants, or the Extension Warrants
until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders
or to the initial shareholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s
shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to
a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s
immediate family, in each case 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) to the Company for no value for cancellation in connection with the consummation of
a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater
than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior
to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business
Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their shares of Common Stock for cash, securities or other property, in each case (except for
clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration
for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted
Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained
in this section and any other applicable agreement the transferor is bound by.


 




    7


     


    

 


5.7. Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such
Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or after
the Detachment Date.


 


6. Redemption.


 


6.1. Redemption. Not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”), provided that the closing
price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof), on each
of twenty (20) trading days within any thirty (30) trading day period commencing after the Warrants become exercisable and ending
on the third trading day prior to the date on which notice of redemption is given and provided that there is an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day redemption or the Company has elected to require the exercise of the Warrants on a “cashless basis”
pursuant to subsection 3.3.1(b); provided, however, that if and when the Warrants become redeemable by the Company, the Company may not
exercise such redemption right if the issuance of shares of Common Stock upon exercise of the Warrants is not exempt from registration
or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2. Date Fixed
for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to redemption,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.


 


6.3. Exercise After Notice of Redemption. The Warrants
may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at any time after
notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the
event the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant
to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of shares of Common
Stock to be received upon exercise of the Warrants, including the “Fair Market Value” in such case. On and after the Redemption
Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.


  


7. Other Provisions Relating to Rights
of Holders of Warrants.


 


7.1. No Rights
as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


7.2. Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 




    8


     


    

 


7.3. Reservation of shares of Common Stock. The Company
shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4. Registration of shares of Common Stock. The Company
agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination,
it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under
the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as
is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those
states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption
is not available. The Company will use its best efforts to cause the same to become effective within sixty (60) Business Days following
the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such
registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after
the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange
Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the
shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined
in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which
shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in
accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon
such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in
Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt,
unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with
its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified,
amended, or deleted without the prior written consent of the Representative.


 


8. Concerning the Warrant Agent and
Other Matters.


 


8.1. Payment of Taxes. The Company will from time to time
promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of
shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the
Warrants or such shares of Common Stock.


 


8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment of Successor Warrant Agent. The Warrant
Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder
after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company
or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its
principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 




    9


     


    

 


 


8.2.2. Notice of Successor Warrant Agent. In the event
a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer
agent for the shares of Common Stock not later than the effective date of any such appointment.


 


8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3. Fees and
Expenses of Warrant Agent.


 


8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.4. Liability
of Warrant Agent.


 


8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3. Exclusions. The Warrant Agent shall have no responsibility
with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for
the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any
Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance of Agency. The Warrant Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other
things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company,
all monies received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of Warrants.


 




    10


     


    

 


9. Miscellaneous Provisions.


 


9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.


 


9.2. Notices. Any notice, statement or demand authorized
by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently
given (i) if by email when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


Inception Growth Acquisition Limited

875 Washington Street

New York, NY 10014


Attn: Paige
E. Craig, Chief Executive Officer


E-mail: paige@outlanderlabs.com


 


Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given (i) if by email, when
the email is received, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant
Agent with the Company), as follows:


 


Continental Stock Transfer &
Trust Company


[_____________]


Attn: [_______]


 


with a copy in each case to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Lawrence Venick, Esq.


E-mail: lvenick@loeb.com


 


and


 


EF Hutton, division of Benchmark Investments,
LLC


590
Madison Avenue,


39th Floor


New
York, New York 10022


Facsimile:
(646) 861-4697


 


and


 


The Loev Law Firm, PC

6300 West Loop South, Suite 280

Bellaire, Texas 77401


Attn: David
M. Loev


Facsimile: (713)
524-4122


 


9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by 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. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York. The Company hereby waives any objection that such courts represent an inconvenient forum. Any such
process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 




    11


     


    

 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any right, remedy, or
claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties
hereto (and the Representative with respect to the Sections 7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the registered
holders of the Warrants.


 


9.5. Examination of the Warrant Agreement. A copy of this
Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of
New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit its Warrant
for inspection by the Warrant Agent.


 


9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


  


9.7. Effect of
Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of (i) a majority
of the then outstanding Public Warrants if such modification or amendment is being undertaken prior to, or in connection with, the consummation
of a Business Combination or (ii) a majority of the then outstanding Warrants if such modification or amendment is being undertaken
after the consummation of a Business Combination. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the
duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The provisions
of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 


9.9 Trust Account
Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event
that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the
Company and not against the property held in the Trust Account.


 


9.10 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[signature page follows]


 




    12


     


    

 


IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.


  


	 	INCEPTION GROWTH ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	 	Name:   	Paige E. Craig
	 	 	Title: 	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title: 	 


 


Signature Page to the Warrant Agreement


 




    13


     


    

 


EXHIBIT A


 


WARRANT CERTIFICATE


 




    14


     


    

 


EXHIBIT B


 


LEGEND FOR PRIVATE WARRANTS WORKING CAPITAL WARRANTS, AND EXTENSION
WARRANTS LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG INCEPTION
GROWTH ACQUISITION LIMITED (THE “COMPANY”), Soul
Venture Partners LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED
PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED
IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK
OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.


 


 


15