Exhibit 10.8


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase Agreement (this “Agreement”)
is entered into as of October 1, 2021, by and between Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted
company (the “Company”), and the purchaser named on the signature page hereto (the “Purchaser”).


 


Recitals


 


WHEREAS, the Company was incorporated for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”)
for its initial public offering (“IPO”) of 25,000,000 units (or 28,750,000 units if the underwriters’ over-allotment
option (the “IPO Option”) is exercised in full) (the “Public Units”) at a price of $10.00 per Public
Unit, each Public Unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A
Shares,” and the Class A Shares included in the Public Units, the “Public Shares”), and one-half of
one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of
$11.50 per share (the “Warrants,” and the Warrants included in the Public Units, the “Public Warrants”);


 


WHEREAS, the Company’s sponsor, Igniting
Growth Consumer Sponsor LLC, has agreed or will agree to purchase an aggregate of 8,000,000 Warrants (or 8,750,000 Warrants if the IPO
Option is exercised in full) at a price of $1.50 per warrant in a private placement that will close simultaneously with the closing of
the IPO (the “Private Placement Warrants”);


 


WHEREAS, the Purchaser has committed to purchase
an aggregate of 9.99% of the Public Units, at a price of $10.00 per Public Unit, issued in the IPO, equal to an aggregate of 2,497,500
Public Units (or 2,872,125 Public Units if the IPO Option is exercised in full), unless this Agreement is terminated pursuant to Section 8
hereof;


 


WHEREAS, following the closing of the IPO (the
 “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, the parties wish to enter into this Agreement,
pursuant to which concurrently with the closing of the Company’s initial Business Combination (the “Business Combination
Closing”), subject to the terms and conditions of this Agreement, the Company will issue and sell to the Purchaser, and the
Purchaser will purchase from the Company, on a private placement basis, 5,000,000 Class A Shares at a price of $10.00 per share (the
 “Forward Purchase Shares”) for an aggregate purchase price of $50,000,000;


 


WHEREAS, proceeds from the IPO and the sale of
the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be deposited into a trust account
for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the Registration Statement.


 






     


     


    

 


NOW, THEREFORE, in consideration of the premises,
representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


Agreement


 


1.             Sale
and Purchase.


 


(a)            Forward
Purchase Shares.


 


(i)              Subject
to the terms and conditions set forth herein, and unless this Agreement is terminated pursuant to Section 8 hereof, the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,000,000 Forward Purchase Shares for a purchase price
of $10.00 per Forward Purchase Share (the “Forward Purchase Price”), or $50,000,000 in the aggregate.


 


(ii)            As
soon as reasonably practicable, but in no event less than twenty (20) Business Days after the Company has identified a target for the
Business Combination and that target has indicated a willingness to enter into definitive negotiations for the Business Combination, the
Company shall provide the Purchaser with notice (the “Initial Company Notice”). Along with delivery of the Initial
Company Notice, the Company shall provide the Purchaser with all pertinent information related to the Business Combination, including:
(1) the identity of the counterparty or parties to the Business Combination (the “Target”); (2) audited financial
documents (at a minimum, income statements, balance sheets, statements of cash flow, and general ledgers) of the Target for each of the
previous three (3) fiscal years (if such audited financial documents are commercially reasonably obtainable by the Company; if audited
financial documents are not commercially reasonably obtainable, then unaudited financial documents for each of the previous three (3) fiscal
years); (3) the complete material terms of the Business Combination (including identification of other Forward Purchase Agreements
and the amounts thereof, any debt being utilized by the Company in furtherance of the Business Combination, and capitalization tables
for the Company immediately prior to and following the Business Combination); (4) the proposed timeline for the Business Combination;
and (5) such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may
reasonably request. The Company shall keep the Purchaser informed of the progress of the negotiations with the target of the Business
Combination, and shall update the information provided to the Purchaser as reasonably necessary to keep the Purchaser informed of the
status of the target and the Business Combination.


 






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(A)            The
Company shall promptly inform the Purchaser of the entry into definitive agreements with the Target for the Business Combination (the
 “Definitive Agreement Notice”). Prior to the later of twenty (20) Business Days after the date of the Definitive Agreement
Notice to the Purchaser or twenty (20) business days before the Business Combination Closing (the “Notice Period”),
the Purchaser shall provide the Company with notice of the decision of its investment committee as to the approval or non-approval of
the purchase of Forward Purchase Shares (the “Investment Committee Approval Notice”). If approved, the Investment Committee
Approval Notice shall constitute the binding obligation of the Purchaser to purchase the Forward Purchase Shares, subject to the terms
and conditions of this Agreement. If the purchase of Forward Purchase Shares is not approved by the Purchaser’s investment committee,
or if the Purchaser does not provide the Investment Committee Approval Notice to the Company within the Notice Period, then notwithstanding
anything to the contrary contained in this Agreement, Purchaser shall have no further obligation to purchase the Forward Purchase Shares
pursuant to this Agreement.


 


(iii)            If
the Purchaser provides the Investment Committee Approval Notice, then at least ten (10) Business Days before the Business Combination
Closing, the Company shall provide the Purchaser with an updated notice including:


 


(A)            the
anticipated date of the Business Combination Closing; and


 


(B)            instructions
for wiring the Forward Purchase Price.


 


(iv)            The
closing of the sale of Forward Purchase Shares (the “Forward Closing”) shall be held on the same date and concurrently
with the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least three (3) Business
Days prior to the Forward Closing Date, the Purchaser shall deliver the Forward Purchase Price for the Forward Purchase Shares by wire
transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice (which shall be an escrow
account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent) to be held in escrow until the Forward
Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from
escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue
the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than
those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its
delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does
not occur within ten (10) Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall
promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. For purposes of
this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor
a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.


 






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(b)            Legends.
Each register and book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing the Forward
Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED
IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE
TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


2.              Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows,
as of the date hereof:


 


(a)            Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)            Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained
in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws.


 


(c)            Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation
of the transactions contemplated by this Agreement.


 


(d)            Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser
of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational
documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase
order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation
applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its
ability to consummate the transactions contemplated by this Agreement.


 


(e)            Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company,
which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Shares to be acquired
by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no
present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this
Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement
with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase
Shares. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency
thereof. Person does not include any affiliated entity of Purchaser.


 






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(f)             Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the
terms and conditions of the offering of the Forward Purchase Shares, as well as the terms of the Company’s proposed IPO, with the
Company’s management.


 


(g)            Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will
not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase
Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws,
the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities,
or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no
obligation to register or qualify the Forward Purchase Shares for resale, except for the Registration Rights. The Purchaser further acknowledges
that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company
which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser
acknowledges that the Company will file the Registration Statement for its proposed IPO. The Purchaser understands that the offering of
the Forward Purchase Shares is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the
protection of Section 11 of the Securities Act with respect to the Forward Purchase Shares.


 


(h)            No
Public Market; IPO and Related Transactions. The Purchaser understands that no public market now exists for the Forward Purchase Shares,
and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Shares. The Purchaser further
understands that the terms of the proposed IPO and each of the transactions related thereto described herein, including but not limited
to the number and price of securities sold as well as their structure and terms, are subject to adjustment and change in the discretion
of the Company and its affiliates.


 


(i)             High
Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Shares involves a high degree of risk
which could cause the Purchaser to lose all or part of its investment.


 






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(j)              Accredited
Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 


(k)             No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders or partners has either
directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any
advertisement in connection with the offer and sale of the Forward Purchase Shares.


 


(l)             Residence.
The Purchaser’s principal place of business is the office or offices located at the address of the Purchaser set forth on the signature
page hereof.


 


(m)            Non-Public
Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of non-public
information relating to the Company.


 


(n)            Adequacy
of Financing. At the time of the Forward Closing, the Purchaser will have available to it sufficient funds to satisfy its obligations
under this Agreement.


 


(o)            No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2
and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser
nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any
other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim
any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3
of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they
are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or
any of the Company’s affiliates (collectively, the “Company Parties”).


 


3.             Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


 


(a)            Incorporation
and Corporate Power. The Company is duly incorporated and validly existing and in good standing as an exempted company under the laws
of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed
to be conducted. The Company has no subsidiaries.


 


(b)            Capitalization.
On the date hereof, the authorized share capital of the Company consists of:


 


(i)             500,000,000
Class A Shares, none of which are issued and outstanding.


 


(ii)            50,000,000
Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Shares”), 7,187,500 of
which are issued and outstanding. All of the outstanding Class B Shares have been duly authorized, are fully paid and nonassessable
and were issued in compliance with all applicable federal and state securities laws.


 


(iii)            5,000,000
preference shares, none of which are issued and outstanding.


 






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(c)            Authorization.
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company
to enter into this Agreement and to issue the Forward Purchase Shares at the Forward Closing has been taken or will be taken prior to
the Forward Closing. All action on the part of the shareholders, directors and officers of the Company necessary for the execution and
delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Forward Closing,
and the issuance and delivery of the Forward Purchase Shares has been taken or will be taken prior to the Forward Closing. This Agreement,
when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against
the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or
(iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state
securities laws.


 


(d)            Valid
Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar
rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions
on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed
by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described
in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state
securities laws.


 


(e)            Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by
this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, if any, and pursuant
to the Registration Rights.


 


(f)             Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in any violation or default (i) of any provisions of the Company’s memorandum of association,
articles of association (each as may be amended from time to time, a “Charter Document”), or other governing documents
of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute,
rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on
the Company or its ability to consummate the transactions contemplated by this Agreement.


 






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(g)            Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other
than organizational activities and activities in connection with offerings of its securities.


 


(h)            No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders has either directly
or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement
in connection with the offer and sale of the Forward Purchase Shares.


 


(i)             No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3
and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make
any other express or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business
Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties
expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto,
the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by
the Purchaser Parties.


 


4.              Registration
Rights; Transfer


 


(a)            Registration
Rights. The Purchaser has been or will be granted customary registration rights by the Company with respect to the Forward Purchase
Shares pursuant to a registration rights agreement to be entered into with the Company, a form of which has been or will be filed with
the registration statement relating to the Company’s IPO (the “Registration Rights”).


 


(b)            Transfer.
This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase
the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates
of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment:


 


(i)              the
applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature
page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares to be purchased
by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same
rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser”
shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided,
that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint
and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and


 






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(ii)            upon
a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares to be purchased by the Purchaser
hereunder shall be reduced by the total number of Forward Purchase Shares to be purchased by the applicable Transferee pursuant to the
applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement
to reflect each transfer and updating the “Number of Forward Purchase Shares” and “Aggregate Purchase Price
for Forward Purchase Shares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase
Shares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder.
For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s
signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of
any such transfer of Transferee Securities.


 


5.             Additional
Agreements, Acknowledgements and Waivers of the Purchaser.


 


(a)            Lock-up;
Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Shares until 30 days after the completion
of the initial Business Combination. Notwithstanding the foregoing, Transfers of the Forward Purchase Shares are permitted (any such transferees,
the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members
of any of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the Purchaser; (B) in the
case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member
of such individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the case of an
individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant
to a qualified domestic relations order; (E) in the event of the Company’s liquidation, merger, share exchange, reorganization
or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A
Shares for cash, securities or other property subsequent to the completion of a Business Combination; (F) as a distribution to limited
partners, members or shareholders of the Purchaser; (G) to a nominee or custodian of a person or entity to whom a disposition or
transfer would be permissible under clauses (A) through (F) above; provided, however, that in each case, these
Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer”
shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange
Act (as defined below), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase
Shares (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements),
(y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any of the Forward Purchase Shares, whether any such transaction is to be settled by delivery of such Forward Purchase Shares,
in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).


 


(b)            Trust
Account.


 


(i)             The
Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public shareholders
upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any
kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except
for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(ii)            The
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares
held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for
redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 






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(c)            Redemption
and Liquidation. The Purchaser hereby waives, with respect to any Forward Purchase Shares held by it, any redemption rights it may
have in connection with (i) the consummation of a Business Combination, including any such rights available in the context of a shareholder
vote to approve such Business Combination and (ii) any shareholder vote to approve an amendment to a Charter Document (A) to
modify the substance or timing of the Company’s obligation to redeem 100% of the Class A Shares if the Company does not complete
its Business Combination within 24 months after the closing of the IPO or (B) with respect to any other provisions relating to the
rights of the Class A Shares, it being understood that the Purchaser shall be entitled to redemption and liquidation rights with
respect to any Public Shares held by it.


 


(d)            No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding
with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closing. For purposes
of this Section 5(d), “Short Sales” shall include, without limitation, all “short sales” as
defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of
prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return
basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.


 


6.              NASDAQ
Listing. The Company will use commercially reasonable efforts to effect the listing of the Class A
Shares and Public Warrants on the Nasdaq Capital Market (or another national securities exchange) at the time of the Business Combination
Closing.


 






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7.             Forward
Closing Conditions.


 


(a)            The
obligation of the Purchaser to purchase the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject to the
fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by the Purchaser:


 


(i)             The
Business Combination shall be consummated substantially concurrently with the purchase of the Forward Purchase Shares, on terms materially
identical to those set forth in the Initial Company Notice;


 


(ii)            The
Purchaser and any applicable Transferee shall have obtained the approval of its respective investment committee to consummate the purchase
of the Forward Purchase Shares hereunder;


 


(iii)            The
Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Cayman Islands exempted
company;


 


(iv)            The
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as
of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not
have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;


  


(v)             The
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and


 


(vi)            No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or
administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in
effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.


 


(vii)           Purchaser
shall have completed, to its reasonable satisfaction, its due diligence review of the Target.


 


(b)            The
obligation of the Company to sell the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject to the fulfillment,
at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may
be waived by the Company:


 


(i)              The
Business Combination shall be consummated substantially concurrently with the purchase of Forward Purchase Shares;


 


(ii)            The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct
as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such
representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its
terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct
would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 






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(iii)            The
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and


 


(iv)            No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or
administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in
effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.


 


8.             Termination.
This Agreement may be terminated at any time prior to the Forward Closing:


 


(a)            by
mutual written consent of the Company and the Purchaser;


 


(b)            automatically


 


(i)             if
the IPO is not consummated on or prior to twelve months from the date of this Agreement;


 


(ii)            if
the Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be approved by the
Company’s shareholders; or


 


(iii)            upon
the date that is 24 months from the closing of the IPO, if the purchase of Forward Purchase Shares is not approved by the Purchaser’s
investment committee, or if the Purchaser does not provide the Investment Committee Approval Notice to the Company within the Notice Period.


 


 In the event of any termination of this Agreement
pursuant to this Section 8, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser’s
funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null
and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers,
employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that
nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful
breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.


 


9.              General
Provisions.


 


(a)            Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid,
specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to:
Igniting Consumer Growth Acquisition Company, 81 Cherry Hills Dr, Cherry Hills Village, CO 80113, Attn: Krishnan Anand, Chief Executive
Officer, email: kandy@icgcspac.com, with a copy to the Company’s counsel at: Pillsbury Winthrop Shaw Pittman LLP, 31 West 52nd
Street, New York, NY 10019, Attn: Stephen B. Amdur and Bianca K. Bowen, email: stephen.amdur@pillsburylaw.com and bianca.bowen@pillsburylaw.com.


 






    12 


     


    

 


 All communications to the Purchaser shall be sent
to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any)
or address as subsequently modified by written notice given in accordance with this Section 9(a)


 


(b)            No
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection
with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The
Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s
or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.


 


(c)            Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Forward Closing.


 


(d)            Entire
Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced
herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby.


 


(e)            Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to
the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)             Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party.


 


(g)            Counterparts.
This Agreement may be executed (including via e-signature) in two or more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument.


 


(h)            Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 






    13 


     


    

 


(i)             Governing
Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of
New York, without giving effect to its choice of laws principles.


 


(j)             Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon
this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k)            Waiver
of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement
and the transactions contemplated hereby.


 


(l)             Amendments.
This Agreement may not be amended, modified or waived as to any particular provision except with the prior written consent of the Company
and the Purchaser.


 


(m)           Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement, as applied to any
party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance
with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have
the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words
or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n)            Expenses.
Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and
performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents,
representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent;
stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Forward Purchase Shares.


 






    14 


     


    

 


(o)            Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference
to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the
context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty, or covenant.


 


(p)            Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not,
may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in
any way any rights arising because of any prior or subsequent occurrence.


 


(q)            Specific
Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed
by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or equity.


 


[Signature Page Follows]


 




    15 


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


PURCHASER:


 


ACM ASOF VII (CAYMAN) HOLDCO LP


 


ATALAYA SPECIAL PURPOSE INVESTMENT FUND II LP


 


ACM ALAMEDA SPECIAL PURPOSE INVESTMENT FUND II LP


 


	By: 	/s/ Ivan Q. Zinn	 
	Name:	Ivan Q. Zinn	 
	Title: 	Authorized Signatory	 


 


Address
for Notices :

One Rockefeller Plaza, 32nd Floor


New York, NY 10020


 


COMPANY:


 


IGNITING CONSUMER GROWTH ACQUISITION COMPANY LIMITED


 


	By: 	/s/ Krishnan Anand	 
	Name: 	Krishnan Anand	 
	Title: 	Chief Executive Officer	 


 


[Signature
Page to Forward Purchase Agreement]



 




    


     


    

 





TO BE EXECUTED UPON ANY ASSIGNMENT IN ACCORDANCE WITH THIS AGREEMENT
TO “NUMBER OF FORWARD PURCHASE SHARES” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE SHARES” SET FORTH BELOW


 


	Number of Forward Purchase Shares:	 	 	 	 
	Aggregate Purchase Price for Forward Purchase Shares:	 	$	 	 



 


Number of Forward Purchase Shares and Aggregate Purchase Price for
Forward Purchase Shares as of, 202[ ], accepted and agreed to as of this day of , 202[ ].


 


	 	[ ]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	IGNITING CONSUMER GROWTH ACQUISITION COMPANY LIMITED
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    16 


     


    

 


SCHEDULE A

SCHEDULE OF TRANSFERS OF FORWARD PURCHASE SHARES


 


The following transfers of a portion of the original
number of Forward Purchase Shares have been made:


 


	Date of Transfer	Transferee	Number of Forward 

Purchase Shares 

Transferred	Purchaser Revised 

Forward Purchase 

Shares Amount
	 	 	 	 


 




    A-1 


     


    

 


TO BE EXECUTED UPON ANY ASSIGNMENT OF FORWARD PURCHASE SHARES:


 


Schedule A as of , 202[ ], accepted and agreed to as of this day of
, 202[ ] by:


 


	[ ]	 	IGNITING CONSUMER GROWTH ACQUISITION COMPANY LIMITED
	 	 	 
	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 


 






    2