Exhibit 4.6


 


FORM OF PRIVATE WARRANT AGREEMENT

between

IGNITING CONSUMER GROWTH ACQUISITION COMPANY LIMITED

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated as of [ ], 2021


 


THIS PRIVATE WARRANT AGREEMENT
(as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 2021, is by
and between Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity,
the “Warrant Agent,” also referred to herein as the “Transfer Agent”).


 


WHEREAS, on [  ], 2021,
the Company entered into that certain Private Placement Warrants Purchase Agreement with Igniting Growth Consumer Sponsor LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 9,650,000 warrants
(or up to 10,850,000 warrants if the underwriters in the Offering (as defined below) exercise their over-allotment option in full) simultaneously
with the closing of the Offering (and the closing of the over-allotment option, if applicable) bearing the legend set forth in Exhibit A hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant;


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsor or affiliates of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan
to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional
1,500,000 Private Placement Warrants at a price of $1.00 per warrant (the “Working Capital Warrants” and, together
with the Private Placement Warrants, the “Warrants”);


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), and one-half
of one redeemable public warrant (the “Units”) and, in connection therewith, has determined to issue and deliver up
to 11,500,000 warrants (including up to 1,500,000 warrants subject to the over-allotment option) to public investors in the Offering
(the “Public Warrants”);


 


WHEREAS, the Company has
filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
File No. 333-[l] (the “Registration Statement”) and prospectus (the
 “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”),
of the issuance of the Units, the Warrants and the Ordinary Shares included in the Units and the Ordinary Shares issuable upon the exercise
of the Public Warrants;


 






     


     


    

 


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 and exercise of the Warrants;


 


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 (if a physical certificate is issued), 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 express terms and conditions set forth in
this Agreement.


 


2.      Warrants.


 


2.1.           Form of
Warrant. Each Warrant shall initially be issued in registered form only.


 


2.2.           Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3.           Registration.


 


2.3.1.        Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the initial
issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form,
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. If requested, the Registered Holder (as defined below)
shall be issued a definitive certificate in physical form evidencing such Warrants which shall be in the form attached hereto as Exhibit B (the “Definitive Warrant Certificate”).


 


Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”),
Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other principal officer of the Company. 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.


 






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2.3.2.        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 registered in the Warrant Register (the “Registered Holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical
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.


 


3.      Terms
and Exercise of Warrants.


 


3.1.           Warrant
Price. Each whole Warrant, when countersigned by the Warrant Agent, shall entitle the Registered Holder thereof, subject to the
provisions of such Warrant and this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the
price of $11.50 per Ordinary Share, subject to the adjustments provided in Section 4 hereof and in the penultimate
sentence of this Section 3.1. The term “Warrant Price,” as used in this Agreement, shall mean the
price per share (including in cash or by payment for the Warrants pursuant to a “cashless exercise,” to the extent
permitted hereunder) at which each Ordinary Share 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 (unless otherwise required by the Commission, any national securities exchange on which the Warrants are
listed or applicable law); 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 identical
among all of the Warrants and the Public Warrants. The term “Business Day” means a day other than a Saturday,
Sunday or federal holiday, on which banks in New York City are generally open for normal business.


 


3.2.           Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on
the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”)
and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after
the date on which the Company completes its initial Business Combination and (y) the liquidation of the Company in accordance with
the Company’s amended and restated memorandum and articles of association (as amended, supplemented or otherwise modified from
time to time, the “Amended and Restated Memorandum and Articles of Association”), if the Company fails to complete
a Business Combination (the “Expiration Date”); provided, however, that the exercise of any Warrant
shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 hereof, with respect to an
effective registration statement. Each Warrant not exercised on or before the Expiration Date shall become null and void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time 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 shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
and, provided, further, that any such extension shall be identical in duration among all the Warrants and the Public Warrants.


 






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3.3.           Exercise
of Warrants.


 


3.3.1.        Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of The Depository Trust Company (the “Depository”), to an account of the Warrant Agent at the Depository
designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election
to Purchase”) any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered
Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the institutions
that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the payment in full of the
Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the
exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


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


 


(b)            by
surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number
of the Ordinary Shares underlying the Warrants, multiplied by the excess of the Sponsor Fair Market Value (as defined in this subsection
3.3.1(b)) of the Ordinary Shares over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection
3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the
Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise
of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; or


 


(c)            as
provided in Section 6.4 hereof.


 


Only whole Warrants are exercisable and a holder
of the Warrants will not be able to exercise any fraction of a Warrant.


 






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3.3.2.        Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if payment is pursuant to subsection 3.3.1(a) hereof), the Company shall issue to the Registered Holder
of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares to which he, she or it is
entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company and, if such
Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary
Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver
any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration
statement under the Securities Act with respect to the Ordinary Shares underlying the Warrants is then effective and a prospectus relating
thereto is current or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be
obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have 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 no event will the Company be required to net cash settle the Warrant exercise. If, by reason
of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number the number of
Ordinary Shares to be issued to such holder. Notwithstanding anything in this Agreement, for so long as any Warrant is held by the Sponsor
or any Permitted Transferees (as defined herein), such Warrant will not be exercisable more than five (5) years from the effective
date of the Registration Statement, in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”)
Rules. In addition, no such Warrant will contain terms which allow the Sponsor or any Permitted Transferees to receive or accrue cash
dividends prior to the exercise of the Warrants.


 


3.3.3.        Valid
Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Amended and
Restated Memorandum and Articles of Association, and upon registration in the register of members of the Company, shall be validly issued,
fully paid and non-assessable.


 


3.3.4.        Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued and who
is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record of such
Ordinary 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 in the case of a certificated Warrant, except that,
if the date of such surrender and payment is a date when the register of members 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 Ordinary Shares at the close of business on the next succeeding
date on which the share transfer books or book-entry system of the Warrant Agent are open.


 






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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; provided, however, that 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 effect 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 (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the Ordinary Shares
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary
Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares 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 shares 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 Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of issued
and outstanding Ordinary Shares, the holder may rely on the number of issued and outstanding Ordinary Shares 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 Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares issued and 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 Ordinary Shares then issued and outstanding. In any case, the number of issued and outstanding
Ordinary Shares 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 issued and outstanding Ordinary Shares 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.


 


3.3.6.        Lock-up
of Private Placement Warrants. The Warrants held by the Sponsor (or any Permitted Transferees) and the Ordinary Shares that are issuable
upon exercise of such Warrants have been deemed compensation by the FINRA and are therefore subject to a 180-day lock-up pursuant to
FINRA Rule 5110(e)(1), commencing on the effective date of the Registration Statement. Pursuant to FINRA Rule 5110(e)(1), these
securities will not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period
of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering, except to
any underwriter and selected dealer participating in the Offering and their bona fide officers or partners (provided that all
securities so transferred remain subject to the lockup restriction above for the remainder of the time period) or pursuant to another
exception to the applicability of FINRA Rule 5110(e)(1).


 






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4.      Adjustments.


 


4.1.           Stock
Dividends.


 


4.1.1.        Sub-Divisions.
If after the date hereof, and subject to the provisions of Section 4.6, the number of issued and outstanding Ordinary Shares
is increased by a capitalization, share dividend or a sub-division of Ordinary Shares or other similar event, then, on the effective
date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all or substantially
all holders of the Ordinary Shares entitling holders to purchase the Ordinary Shares at a price less than the Historical Fair Market
Value (as defined below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the number
of Ordinary Shares 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 Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the
price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the
price payable for Ordinary Shares, 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) “Historical Fair Market Value” means the volume-weighted average
price of the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the first (1st)
date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights. No Ordinary Shares shall be issued at less than their par value.


 


4.1.2.        Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays a dividend or makes a distribution
in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s
share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary
Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a proposed
initial Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a shareholder
vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance
or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business
Combination within the period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, or (e) in
connection with the redemption of the Ordinary Shares included in the Units sold in the Offering upon the Company’s failure to
complete the Company’s initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such
non-excluded event being referred to herein as 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/or the fair market value (as
determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary
Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash
distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions
paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (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 Ordinary Shares issuable on exercise of
each Warrant), does not exceed $0.50.


 


4.2.           Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding
Ordinary Shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Ordinary Shares or other
similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar
event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued
and outstanding Ordinary Shares.


 






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4.3.           Adjustments
in Warrant Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in
Section 4.1 or 4.2 hereof, 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 Ordinary Shares purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of
Ordinary Shares so purchasable immediately thereafter.


 


4.4.           Raising
of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or
equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue
price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined
in good faith by the Board and, in the case of any such issuance to the Sponsor, or its affiliates or any Permitted Transferees, without
taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary
Shares”) held by the Sponsor or such affiliates or any Permitted Transferees, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than sixty percent (60%) of the total
equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the
consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading
price of Ordinary Shares during the twenty (20) trading day period starting on the trading day after the day on which the Company consummates
its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall
be adjusted (to the nearest cent) to be equal to one-hundred-fifteen percent (115%) of the higher of the Market Value and the Newly Issued
Price.


 






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4.5.           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary
Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such Ordinary
Shares), or in the case of any merger or consolidation of the Company with or into another entity in which any “person” or
 “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) acquires more than 50% of
the voting power of the Company’s securities or conversion of the Company into another type of entity (other than a consolidation
or merger in which the Company is the continuing entity and that does not result in any reclassification or reorganization of the outstanding
Ordinary Shares), 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 holders of the Warrants 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
Ordinary Shares 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 holder of the Warrants would have received
if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”);
provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as
to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities,
cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the
weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that
affirmatively make such election; or (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the
Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders
of the Company as provided for in the Company’s Amended and Restated Memorandum and Articles of Association, or as a result of
the redemption of the Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the
Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with
members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together
with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such
group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange
Act) securities representing more than 50% of the aggregate voting power, including the power to vote on the election of directors of
the Company, of the issued and outstanding equity securities of the Company, and (for the avoidance of doubt) such tender offer results
in a change of control of the Company, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest
amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary
Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4 and,
in each case, if less than seventy percent (70%) of the consideration receivable by the holders of Ordinary Shares in the applicable
event is payable in the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event,
and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation
of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall
be reduced by an amount (in dollars) equal to the difference, if positive, of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes
Warrant Value (as defined below) (which amount determined under this clause (ii) shall not be less than zero). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for an uncapped American Call on Bloomberg Financial Markets (“Bloomberg”), as calculated by an accounting,
appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board,
qualified to make such calculation. For purposes of calculating such amount, (1) the price of each Ordinary Share shall be the average
last reported sale price of the Ordinary Share as reported during the ten (10) trading days ending on the trading day prior to the
effective date of the applicable event, (2) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT
function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and
(3) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the
Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists
exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume-weighted average price
of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection
4.1.1 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, or 4.3 hereof
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.


 






    9 


     


    

 


4.6.           Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary 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 Ordinary 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; provided, however,
that no adjustment to the number of Ordinary Shares issuable upon exercise of a Warrant shall be required until cumulative adjustments
amount to one percent (1%) or more of the number of Ordinary Shares issuable upon exercise of a Warrant as last adjusted; provided,
further, that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment.
Notwithstanding the foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment
that (taken together with such carried forward adjustments) would result in a change of at least one percent (1%) in the number of Ordinary
Shares issuable upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3, 4.4 or 4.5 in connection with which any adjustment is made to the Warrant Price
or the number of Ordinary Shares issuable upon exercise of a Warrant, the Company shall give written notice of the occurrence of such
event to each holder of a Warrant, 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.


 


4.7.           No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue a fractional
Ordinary Share upon the 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 an Ordinary Share, the Company
shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.


 


4.8.           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 Ordinary Shares as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that 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.


 






    10 


     


    

 


4.9.           No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Class B Ordinary Shares into Ordinary Shares or the conversion of the Class B Ordinary Shares
into Ordinary Shares, in each case, pursuant to the Amended and Restated Memorandum and Articles of Association.


 


5.      Transfer
and Exchange of Warrants.


 


5.1.           Transferability.
The Private Placement Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees and issued upon
exercise of the Private Placement Warrants may only be transferred by the holders thereof:


 


(a)            to
any persons (including their affiliates and members) participating in the private placement of the Private Placement Warrants;


 


(b)            among
the Company’s founders, or to the Company’s officers, directors and employees;


 


(c)            in
the case of an entity, as a distribution to its partners, stockholders or members upon its liquidation;


 


(d)            by
bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a member of the holder’s
immediate family, for estate planning purposes;


 


(e)            by
virtue of the laws of descent and distribution upon death;


 


(f)             pursuant
to a qualified domestic relations order;


 


(g)            by
certain pledges to secure obligations incurred in connection with purchases of the Company’s securities;


 


(h)            by
private sales or transfers at prices no greater than the price at which the securities were originally purchased; or


 


(i)             to
the Company for no value for cancellation in connection with the completion of the initial Business Combination;


 


provided, however, that, in the case
of clauses (a) through (h), any such transferees (the “Permitted Transferees”) enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 






    11 


     


    

 


5.2.           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 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.


 


5.3.           Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that, except as otherwise
provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depository,
to another nominee of the Depository, to a successor depository or to a nominee of a successor depository; provided, further,
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 thereof 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.


 


5.4.           Transfers
of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants
which would result in the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant.


 


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


 


5.6.           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, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


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


 


6.1.           No
Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder 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 shareholder in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.


 


6.2.           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.


 






    12 


     


    

 


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


 


7.      Concerning
the Warrant Agent and Other Matters.


 


7.1.           Payment
of Taxes. The Company shall 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 Ordinary Shares upon the exercise of the Warrants, but the Company and the Warrant Agent
shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.


 


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


 


7.2.1.        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 a 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 or other entity 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.


 


7.2.2.        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 Ordinary Shares not later than the effective date of any such appointment.


 


7.2.3.        Merger
or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or
any entity 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.


 






    13 


     


    

 


7.3.           Fees
and Expenses of Warrant Agent.


 


7.3.1.        Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant
to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.


 


7.3.2.        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.


 


7.4.           Liability
of Warrant Agent.


 


7.4.1.        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 Chairman of the Board, the Chief Executive Officer, or the Chief Financial Officer, or the President (if
any) or the Secretary (if any) or other principal officer 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.


 


7.4.2.        Indemnity.
The Warrant Agent shall be liable hereunder only for its own, or its representatives’, gross negligence, willful misconduct, fraud,
bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and
all liabilities, including judgments, out-of-pocket costs and reasonable outside 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 or its representatives’ gross negligence,
willful misconduct, fraud, bad faith or material breach of this Agreement.


 


7.4.3.        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). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not 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 Ordinary Shares to be issued pursuant to this Agreement
or any Warrant or as to whether any Ordinary Shares shall, upon registration in the register of members of the Company, be valid and
fully paid and non-assessable.


 






    14 


     


    

 



 


7.5.            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 Ordinary Shares through
the exercise of the Warrants.


 


7.6.            Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or
to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims
against the Trust Account and any and all rights to seek access to the Trust Account.


 


8.     Miscellaneous
Provisions.


 


8.1.            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.


 


8.2.            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 when so delivered if by hand or overnight delivery or 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:


 


Igniting Consumer Growth Acquisition Company Limited

81 Cherry Hills Drive

Cherry Hills Village, CO 80111

Attention: Krishnan Anand

Email: kandy@icgcspac.com


 


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


 


Davina K. Kaile

Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street

Palo Alto, California 94304

Email: dkaile@pillsburylaw.com


 


and


 


Stephen C. Ashley

Pillsbury Winthrop Shaw Pittman LLP

31 West 52nd Street

New York, NY 10019

Email: Stephen.Ashley@pillsburylaw.com


 






    15 


     


    

 


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 when so delivered if by hand or overnight delivery or 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 Warrant
Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


in each case, with a copy to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, California 94301

Attention: Gregg A. Noel and Michael Mies


 


RBC Capital Markets, LLC

200 Vesey Street

New York, New York 10281

Attention: Equity Syndicate


 


Nomura Securities International, Inc.

Worldwide Plaza, 309 West 49th Street

New York, New York 10019

Attention: Head of ECMS


 


8.3.            Applicable
Law; Exclusive Forum. 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. Subject to applicable law, 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, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will
not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest
in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 8.3. If any
action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any Warrant holder, such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of New York
in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such Warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 






    16 


     


    




 


8.4.            Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and
assigns and of the Registered Holders of the Warrants.


 


8.5.            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 such holder’s Warrant for inspection by the Warrant Agent.


 


8.6.            Counterparts;
Electronic Signatures. 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.
A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.


 


8.7.            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.


 


8.8.            Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any
ambiguity or to correct any mistake or defective provision contained herein, including to conform the provisions hereof to the description
of the terms of the Warrants and this Agreement set forth in the Prospectus, (ii) adding or changing any 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 rights of the Registered Holders or (iii) to provide for the delivery of an Alternative Issuance pursuant to
Section 4.5. All other modifications or amendments, including any modification or amendment to increase the Warrant Price
or shorten the Exercise Period, shall require the vote or written consent of (i) the Registered Holders of fifty percent (50%) of
the then-outstanding Warrants and (ii) the registered holders of fifty percent (50%) of the then-outstanding Public Warrants. 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 Company covenants and agrees to not lower the Warrant
Price or extend the duration of the Exercise Period of the Warrants without taking the same actions with respect to the Public Warrants.


 


8.9.            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.


 






    17 


     


    




 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	IGNITING CONSUMER GROWTH ACQUISITION COMPANY
    LIMITED
	 	 
	 	By:	 
	 	 	Name: Louis Jordan
	 	 	Title: Chief Financial Officer


 


[Signature Page to Warrant Agreement]


 



     


     


    




 


	 	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name: [l]
	 	 	Title: [l]
	 	 


 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A

LEGEND


 


“THE SECURITIES REPRESENTED HEREBY 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 IGNITING CONSUMER GROWTH ACQUISITION COMPANY LIMITED (THE “COMPANY”), IGNITING GROWTH CONSUMER SPONSOR
LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY 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 THE RECITALS OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


THE SECURITIES REPRESENTED HEREBY AND CLASS A
ORDINARY SHARES 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.”


 






     


     


    

 


EXHIBIT B


 


[Form of Warrant Certificate]


[FACE]


 


Number [l]


 


Warrants

THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR

TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

IGNITING CONSUMER GROWTH ACQUISITION COMPANY LIMITED

Incorporated Under the Laws of the Cayman Islands


 


CUSIP [l]


 


Warrant Certificate


 


This Warrant Certificate
certifies that [l], or registered assigns, is the registered holder of warrant(s) evidenced
hereby (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares,
$0.0001 par value per share (each, an “Ordinary Share”), of Igniting Consumer Growth Acquisition Company Limited,
a Cayman Islands exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise during
the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the
Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of
the Warrant Price (or through “cashless exercise” as provided for in the Warrant Agreement) at the office or
agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Capitalized terms
used in this Warrant Certificate but not defined herein shall have the respective meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If,
upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon
exercise, round down to the nearest whole number of the number of Ordinary Shares to be issued to the holder of the Warrant. The number
of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth
in the Warrant Agreement.


 


The initial Warrant Price
per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by
the end of such Exercise Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions,
as set forth in the Warrant Agreement.


 






     


     


    

 


Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws
principles thereof.


 


	 	IGNITING CONSUMER GROWTH ACQUISITION COMPANY
    LIMITED
	 	 
	 	By:	 
	 	 	Name:	Louis Jordan
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Warrant Agreement]


 






     


     


    

 


[Form of Warrant Certificate]


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares
and are issued or to be issued pursuant to the Private Warrant Agreement dated as of [__], 2021 (as amended, supplemented or otherwise
modified from time to time, the “Warrant Agreement”), duly executed and delivered by the Company to Continental
Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (or successor warrant agent) (collectively,
the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Capitalized terms used in this Warrant Certificate but not defined herein shall
have the respective meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (a)(i) a registration
statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a
prospectus thereunder relating to the Ordinary Shares is current, or (b) the Ordinary Shares to be issued upon exercise may be issued
pursuant to an exemption from registration under the Securities Act, including through “cashless exercise” as provided for
in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants and the Warrant Price
set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would
be entitled to receive a fractional interest in Ordinary Shares, the Company shall, upon exercise, round down to the nearest whole number
of Ordinary Shares to be issued to the holder of the Warrant.


 


This Warrant Certificate,
when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the
Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 






     


     


    

 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 



     


     


    




 


Election to Purchase


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders payment for such
Ordinary Shares to the order of Igniting Consumer Growth Acquisition Company Limited (the “Company”) in the
amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in
the name of [l], whose address is and that such Ordinary Shares be delivered to whose address
is [l]. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered
in the name of [l], whose address is [l] and
that such Warrant Certificate be delivered to [l], whose address is [l].


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 3.3.1(b) of the Warrant Agreement, the number
of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with 3.3.1(b) of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary
Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless
exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered
in the name of [l], whose address is [l] and
that such Warrant Certificate be delivered to [l], whose address is [l].


 


[Signature Page follows]


 



     


     


    




 


Date: __, 20[ ]


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD
BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).