Exhibit 10.2


 


December 8, 2021


 


Inception Growth Acquisition Limited

875 Washington Street


New York, NY 10014


 


EF Hutton,


division of Benchmark Investments, LLC

590 Madison Avenue,


39th Floor


New York, New York 10022


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


This letter is being delivered
to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between
Inception Growth Acquisition Limited, a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark
Investments, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one share of common stock the Company, par value
$0.0001 per share (the “Common Stock”), one-half of one redeemable warrant, each whole warrant entitling its
holder to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Warrants”) and one
right to receive one-tenth of one share of Common Stock (the “Rights”). Certain capitalized terms used herein
are defined in paragraph 13 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1. If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination. If the Company engages in
a tender offer in connection with any proposed Business Combination, the undersigned agrees that it, he or she will not seek to sell its,
his or her shares of Common Stock to the Company in connection with such tender offer.


 


2. (a)
Unless the Company’s shareholders are previously given the option to redeem their shares in connection with amending applicable
documents to extend the time that the Company has to complete a Business Combination and that the Company fails to consummate a Business
Combination within 15 (or up to 21 as discussed in the Registration Statement) months )from the closing of the Company’s IPO, the
undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares
and (ii) cause the Company to liquidate as soon as reasonably practicable.


 






     


     


    

 


(b) The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any
remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any shares
underlying the Private Warrants (“Claim”) and hereby waives any Claim the undersigned may have in the future
as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for
any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to
any Warrants underlying the Private Warrants, all of which will terminate on the Company’s liquidation.


 


(c) In
the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and all
loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which
the Company may become subject as a result of any claim by any vendor or other person who is owed money by the Company for services rendered
or products sold or contracted for, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does
not reduce the amount of funds in the Trust Fund; provided, that such indemnity shall not apply if such vendor or other person has executed
an agreement waiving any claims against the Trust Fund.


 


3. In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek
recourse for such expenses.


 


4. The
undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Warrants will be subject
to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Warrants.


 


5. In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


6. The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with, or
has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must be approved
by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment
banking firm that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point of view.


 






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7. Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company in
cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.


 


8. Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept
a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate
of the undersigned originates a Business Combination.


 


9. The
undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate in all material
respects. The undersigned represents and warrants that:


 


		(a)	He, she or it has never had a petition under the federal bankruptcy laws or any state insolvency law been
filed by or against (i) him, her or it, or any partnership in which he or she was a general partner at or within two years before the
time of filing; or (ii) any corporation or business association of which he or she was an executive officer at or within two years before
the time of such filing;



 


		(b)	He, she or it has never had a receiver, fiscal agent or similar officer been appointed by a court for
his business or property, or any such partnership;



 


		(c)	He, she or it has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	He, she or it has never been convicted in a criminal proceeding or named the subject of a pending criminal
proceeding (excluding traffic violations and minor offenses);



 


		(e)	He, she or it has never been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him, her or it
from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing
any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or
state securities or federal commodities laws;



 






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		(f)	He, she, or it has never been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his, her or its
right to engage in any activity described in 10(e)(i) above, or to be associated with persons engaged in any such activity;



 


		(g)	He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the SEC
to have violated any federal or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently
reversed, suspended or vacated;



 


		(h)	He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the CFTC
to have violated any federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently
reversed, suspended or vacated;



 


		(i)	He, she, or it has never been the subject of, or a party to, any Federal, State or foreign judicial or
administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of
(i) any Federal, State or foreign securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions
or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity;



 


		(j)	He, she or it has never been the subject of, or party to, any sanction or order, not subsequently reversed,
suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated with a member;



 


		(k)	He, she or it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business
of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	He, she or it was never subject to a final order of a state or foreign securities commission (or an agency
of officer of a state performing like functions); a state or foreign authority that supervises or examines banks, savings associations,
or credit unions; a state or foreign insurance commission (or an agency or officer of a state performing like functions); an appropriate
federal or foreign banking agency; the CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation
that prohibits fraudulent, manipulative, or deceptive conduct;



 






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		(m)	He, she or it has never been subject to any order, judgment or decree of any court of competent jurisdiction,
that, at the time of the sale of the Units, restrained or enjoined him, her or it from engaging or continuing to engage in any conduct
or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC or
any foreign regulatory agency with similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	He, she or it has never been subject to any order of the SEC or any foreign regulatory agency with similar
functions that orders him, her or it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud
provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of the Advisers Act or any other rule or regulation thereunder;
or (ii) Section 5 of the Securities Act;



 


		(o)	He, she or it has never filed (as a registrant or issuer), or been named as an underwriter in any registration
statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending
the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension
order should be issued;



 


		(p)	He, she or it has never been subject to a United States Postal Service false representation order, or
is currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal
Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations;



 


		(q)	He, she or it is not subject to a final order of a state securities commission (or an agency of officer
of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a
state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the
CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission,
authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association
or credit union activities;



 






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		(r)	He, she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the
Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the
“Advisers Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities
dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties
on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny
stock; and



 


		(s)	He, she or it has never been suspended or expelled from membership in, or suspended or barred from association
with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national
or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles
of trade.



 


10. The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any Common Stock owned or to be owned by
the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether purchased by the undersigned
prior to the IPO, in the IPO or in the aftermarket, and agrees that he, she or it will not seek redemption with respect to or otherwise
sell, such shares in connection with any vote to approve a Business Combination with respect thereto, a vote to amend the provisions of
the Company’s Amended and Restated Certificate of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


11. The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to (i) extend the time period for which the Company is required
to complete a Business Combination as set forth in the Company’s Amended and Restated Certificate of Incorporation; or (ii) amend
or modify any provision of the Company’s Amended and Restated Certificate of Incorporation with respect to the rights of stockholder’s
or the Company’s pre-Business Combination activities prior to the consummation of a Business Combination, unless the Company offers
holders of IPO Shares the right to receive their pro rata portion of the funds then held in the Trust Fund.


 


12. In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought
before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and
will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s
decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such
arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing
party or as otherwise directed by the arbitrators.


 






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13. As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Common Stock acquired by an Insider prior to the IPO and any
Common Stock underlying the Private Warrants; (iv) “IPO Shares” shall mean the Common Stock issued in the Company’s
IPO; (v) “Private Warrants” shall mean (x) the Warrants purchased in the private placement taking place simultaneously
with the consummation of the Company’s IPO, (y) the additional Warrants that may be purchased in connection with the exercise of
the over-allotment option by the underwriters in the IPO as described in the Registration Statement and (z) any other Warrants issued
to the undersigned prior to the Business Combination; (vi) “Registration Statement” means the registration statement
on Form S-1 filed by the Company with respect to the IPO, and the final prospectus in connection therewith (the “Prospectus”);
(vii) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s
IPO will be deposited; and (viii) “Sponsor” means Soul Venture Partners LLC.


 


14. During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned shall not,
without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (“Commission”)
promulgated thereunder, with respect to any Units, shares of Common Stock, Warrants, Rights or any securities convertible into, or exercisable,
or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock, Warrants, Rights or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii). The undersigned acknowledges and agrees that, prior to the effective date of any release or waiver, of
the restrictions set forth in this paragraph 14 or 15 below, the Company shall announce the impending release or waiver by press release
through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted
shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not
apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing
to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at
the time of the transfer.


 






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15. The
undersigned agrees that he, she or it shall not Transfer (as defined below) any of the Insider Shares until the earlier of (A) 180 days
after the date of the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial
Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period, commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation,
merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to
exchange their shares of common stock for cash, securities or other property (the “Insider Shares Lock-up Period”).
“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate,
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, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) 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
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).


 


16. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,350,000 Units within 45
days from the date of the Prospectus (and as further described in the Prospectus), the undersigned, together with the other holders of
Insider Shares, agrees to forfeit, at no cost, a number of Insider Shares in the aggregate equal to the product of 337,500 multiplied
by a fraction, (i) the numerator of which is 1,350,000 minus the number of Units purchased by the Underwriters upon the exercise of their
over-allotment option, and (ii) the denominator of which is 1,350,000. The forfeiture will be adjusted to the extent that the over-allotment
option is not exercised in full by the Underwriters so that the initial stockholders of the Company holding Insider Shares will own an
aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock after the IPO (excluding shares issuable upon
exercise of the Private Warrants and the representative shares (as described in the Prospectus)).


 


17. The
undersigned hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach
by the undersigned of its, his or her obligations under this Letter Agreement (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party
may have in law or in equity, in the event of such breach.


 


18. The
undersigned agrees that it, he or she shall not Transfer any Private Warrants or subsequent warrants acquired by the undersigned directly
from the Company or shares of common stock issuable upon exercise thereof, until 30 days after the completion of the initial Business
Combination (the “Private Placement Warrants Lock-up Period”, together with the Insider Shares Lock-up Period,
the “Lock-up Periods”).


 






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19. Notwithstanding
the Lock-up Periods, Transfers of the Insider Shares, Private Warrants, other warrants acquired directly from the Company and shares of
Common Stock issued or issuable upon the exercise or conversion of the Private Warrants and other warrants acquired directly from the
Company that are held by the undersigned, any Insider or any of their permitted transferees (that have complied with this paragraph 19,
are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers
or directors or any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of
such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family,
an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which
the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business
Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however, that
in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating
to voting, the Trust Account and liquidating distributions).


 


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


 


If to the Representative:


 


EF Hutton,


division of Benchmark Investments, LLC


590 Madison Avenue,


39th Floor


New York, New York 10022


Attn: Joseph T. Rallo, Chief Executive Officer


Email: jrallo@efhuttongroup.com


 


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


 


The Loev Law Firm, PC


6300 West Loop South, Suite 280


Bellaire, Texas 77401


Attn: David M. Loev


Email: dloev@loevlaw.com


 






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If to the Company:


 


Inception Growth Acquisition Limited


875 Washington Street


New York, NY 10014


Attn: Paige E. Craig, Chief Executive Officer


Email: paige@outlanderlabs.com


 


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


 


Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Lawrence Venick, Esq.

Email: lvenick@loeb.com


 


21. No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


22. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by all parties hereto.


 


23. The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of,
or a fiduciary with respect to, the Company, its shareholders or any creditor or vendor of the Company with respect to the subject matter
hereof.


 


[Signature pages follow]


 




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		Soul Venture Partners LLC
	 	 	 
		By:	/s/ Jason Wong
		Name: 	Jason Wong
		Title:	Manager



 


 


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