Exhibit 10.5


 


INCEPTION GROWTH ACQUISITION LIMITED


 


December 8, 2021


 


Soul Venture Partners LLC


875 Washington Street, New York, NY 10014


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by
and between Inception Growth Acquisition Limited, a Delaware corporation (the “Company”) and Soul Venture Partners
LLC, a Delaware limited liability company (“Soul LLC”) will confirm our agreement that, commencing on the date the
securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration
Statement on Form S-1 (Registration No. 333-257426) and related prospectus filed with the U.S. Securities and Exchange Commission (the
“Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business
combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i) Soul LLC shall make available,
or cause to be made available, to the Company, at 875 Washington Street, New York, NY 10014 (or any successor location of Soul LLC), certain
office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor,
the Company shall pay Soul LLC the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination
Date; and


 


(ii) Soul LLC hereby irrevocably
waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement
in or to, and any and all right to seek payment of any amounts due to it (each, a “Claim”) out of, the trust account
established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s
initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have
in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the
Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account
or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement 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.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval 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 constitutes
the entire relationship of the parties hereto, and any litigation 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 law principles.


 


[Signature Page Follows]


 




     


     


    

 


	 	Very truly yours,
	 	 	 	 
	 	INCEPTION GROWTH ACQUISITION LIMITED
	 	 	 	 
	 	By:	/s/ Paige E. Craig
	 	 	Name: 	 Paige E. Craig
	 	 	Title:	 Chief Executive Officer



 


	 	AGREED TO AND ACCEPTED BY:
	 	 	 	 
	 	SOUL VENTURE PARTNERS LLC 
	 	 	 	 
	 	By:	/s/ Jason Wong
	 	 	Name: 	 Jason Wong
	 	 	Title:	Manager



 


[Signature Page to Administrative Support Agreement]