Exhibit 10.7


 


[●], 2021


 


Igniting Consumer Growth Acquisition Company Limited


81 Cherry Hills Dr


Cherry Hills Village, CO 80113


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”) is
being delivered to you in accordance with the underwriting agreement (the “Underwriting Agreement”) entered
into by and among Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”),
RBC Capital Markets, LLC and Nomura Securities International, Inc., as representatives (the “Representatives”)
of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”) of up to 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to
the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s
Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable
public warrant (each whole public warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof
to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the
U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined
in Section 1.


 


In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Igniting Growth Consumer Sponsor LLC (the “Sponsor”) and each of the
undersigned (each, an “Insider” and, collectively, the “Insiders”) hereby agree with
the Company as follows:


 


1.              Definitions.
As used herein, (i) “Amended and Restated Memorandum and Articles of Association” shall mean the Company’s
Amended and Restated Memorandum and Articles of Association, as the same may be further amended, supplemented or otherwise modified from
time to time, (ii) “Business Combination” shall mean a merger, consolidation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses or entities, (iii) “Founder
Shares” shall mean the 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior
to the consummation of the Public Offering, (iv) “Private Placement Warrants” shall mean the warrants to
purchase Ordinary Shares of the Company that will be acquired by the Sponsor for an aggregate purchase price of $9,650,000 (or up to $10,850,000
if the Underwriters exercise their option to purchase additional units), or $1.00 per Private Placement Warrant, in a private placement
transaction that shall close simultaneously with the consummation of the Public Offering (including Ordinary Shares issuable upon conversion
thereof), (v) “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units issued
in the Public Offering, (vi) “Public Shares” shall mean Ordinary Shares included in the Units issued in
the Public Offering, (vii) “Trust Account” shall mean the trust account into which a portion of the net
proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited and (viii) “Transfer”
shall mean the (a) sale 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 Securities Exchange
Act of 1934, as amended, 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).


 






     


     


    

 


2.              Representations
and Warranties.


 


 (a)            The
Sponsor and each Insider, with respect to itself, herself or himself, as applicable, represent and warrant to the Company that it, she
or he has the full right and power, without violating any agreement to which it, she or he is a party or by which it, she or he is bound
(including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into
this Letter Agreement and, as applicable, to serve as an officer of the Company and/or a director on the Company’s board of directors
(the “Board”), and each Insider hereby consents to being named in the Prospectus, road show and any other materials
as an officer and/or director of the Company, as applicable.


 


 (b)            Each
Insider represents and warrants, with respect to itself, herself or himself, as applicable, that (i) such Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material
respects and does not omit any material information with respect to such Insider’s background, (ii) such Insider’s questionnaire
furnished to the Company is true and accurate in all material respects, (iii) such Insider is not subject to, or a respondent in,
any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction, (iv) such Insider has never been convicted of, or pleaded guilty to, any crime
(x) involving fraud, (y) relating to any financial transaction or handling of funds of another person or (z) pertaining
to any dealings in any securities and is not currently a defendant in any such criminal proceeding and (v) such Insider has never
been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked.


 


3.              Business
Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed
Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself, herself or himself,
as applicable, agrees that, if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with
such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by
it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board
in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with
such shareholder approval.


 


4.              Failure
to Consummate a Business Combination; Trust Account Waiver.


 


 (a)            The
Sponsor and each Insider hereby agree, with respect to itself, herself or himself, as applicable, that, in the event that the Company
fails to consummate its initial Business Combination within the time period set forth in the Amended and Restated Memorandum and Articles
of Association, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter,
redeem one-hundred percent (100%) of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares,
which redemption shall completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and each Insider
agree not to propose any amendment to the Amended and Restated Memorandum and Articles of Association (i) that would modify the substance
or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection
with an initial Business Combination or to redeem one-hundred percent (100%) of the Public Shares if the Company does not complete an
initial Business Combination within the time period set forth in the Amended and Restated Memorandum and Articles of Association or (ii) with
respect to any other provision relating to the rights of holders of the Public Shares, unless the Company provides its Public Shareholders
with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay taxes, if any, divided by the number of the then-outstanding Public Shares.


 






    2 


     


    

 


 (b)            The
Sponsor and each Insider, with respect to itself, herself or himself, as applicable, acknowledge that it, she or he, as applicable, 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 with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each Insider, with
respect to itself, herself or himself, as applicable, hereby further waive, with respect to any Founder Shares and Public Shares held
by it, her or him, as applicable, any redemption rights it, she or he may have in connection with a Business Combination, including, without
limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or a shareholder vote
to approve an amendment to the Amended and Restated Memorandum and Articles of Association (i) that would modify the substance or
timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection
with an initial Business Combination or to redeem one-hundred percent (100%) of the Public Shares if the Company does not complete an
initial Business Combination within the time period set forth in the Amended and Restated Memorandum and Articles of Association or (ii) with
respect to any other provision relating to the rights of holders of Public Shares (although the Sponsor and the Insiders shall be entitled
to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business Combination within the
time period set forth in the Amended and Restated Memorandum and Articles of Association).


 


5.              Lock-Up;
Transfer Restrictions.


 


 (a)            The
Sponsor and each Insider, with respect to itself, herself or himself, as applicable, agree that it, she or he shall not Transfer any Founder
Shares until the earlier of (A) one year after the completion of an initial Business Combination and (B) subsequent to an initial
Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions,
share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading
day period commencing at least one-hundred-fifty (150) days after such initial Business Combination, or (y) the date on which the
Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-Up Period”).


 


 (b)            The
Sponsor and each Insider, with respect to itself, herself or himself, as applicable, agree that it, she or he shall not effectuate any
Transfer of Private Placement Warrants or Ordinary Shares underlying such Private Placement Warrants until thirty (30) days after the
completion of an initial Business Combination.


 


 (c)            Notwithstanding
the provisions set forth in Sections 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and
Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates
or family members of any of the Company’s officers or directors, any direct or indirect members or partners of the Sponsor or their
respective affiliates, any affiliates of the Sponsor, any employees of such affiliates or any funds or accounts advised by the Sponsor
or its affiliates, (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to
a trust, the beneficiary of which is a member of the individual’s immediate family, 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) by private transfers or by other transfers made
in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private
Placement Warrants or Ordinary Shares, as applicable, were originally purchased, (f) by virtue of the Sponsor’s organizational
documents upon liquidation or dissolution of the Sponsor, (g) to the Company for no value for cancellation in connection with the
consummation of a Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business
Combination or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results
in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property
subsequent to the completion of a Business Combination; provided, however, that, in the case of clauses (a) through
(f), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other
restrictions contained in this Letter Agreement.


 


 (d)            During
the period commencing on the effective date of the Underwriting Agreement and ending one-hundred-eighty (180) days after such date, the
Sponsor and each Insider, with respect to itself, herself or himself, as applicable, agree that it, she or he shall not, without the prior
written consent of the Representatives, Transfer any Units, Ordinary Shares, Public Warrants or any other securities convertible into,
or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in
Section 5(h) of the Underwriting Agreement.


 






    3 


     


    




 


6.              Remedies.
The Sponsor and each Insider, with respect to itself, herself or himself, as applicable, hereby agree and acknowledge that (i) each
of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or
his obligations, as applicable under Sections 3, 4, 5, 7, 10 and 11, (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.


 


7.              Payments
by the Company. Except as disclosed in the Prospectus, none of the Sponsor, any director or officer of the Company or any of their
respective affiliates shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment
of a loan or other compensation prior to, or in connection with, any services rendered in order to effectuate the consummation of the
Company’s initial Business Combination (regardless of the type of transaction that it is).


 


8.              Director
and Officer Liability Insurance. The Company shall maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any of the Company’s directors or officers.


 


9.              Termination.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-Up Period and (ii) the
liquidation of the Company.


 


10.            Indemnification.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Amended and Restated Memorandum and Articles of Association, the Sponsor (the “Indemnitor”)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, 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) to which the Company may become subject as a result of any claim by (i) any third party for services
rendered or products sold to the Company (except for the Company’s independent registered public accounting firm) or (ii) any
prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary
to ensure that such claims by a third party for services rendered or products sold to the Company or a Target do not reduce the amount
of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions
in the value of the trust assets, in each case, net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall
not apply to any claims by a third party or a Target who executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to
defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within fifteen (15) days following
written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such
defense.


 


11.            Forfeiture
of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase additional Units within forty-five
(45) days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender
to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder
Shares will equal twenty percent (20%) of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.
The Sponsor and each Insider, with respect to itself, herself or himself, as applicable, further agree that, to the extent that the size
of the Public Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable,
with respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number
of Founder Shares at twenty percent (20%) of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.


 






    4 


     


    




 


12.            Entire
Agreement. 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.


 


13.            Assignment.
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 parties. 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 Sponsor, each of
the Insiders and each of their respective successors, heirs, personal representatives and permitted assigns and transferees.


 


14.            Counterparts.
This Letter 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.


 


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


 


16.            Severability.
This Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.            Governing
Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto (i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


18.            Notices.
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 or
facsimile or the electronic transmission.


 


[Signature Pages Follow]


 






    5 


     


    




 


	 	Sincerely,
	 	 
	 	IGNITING GROWTH CONSUMER SPONSOR LLC
	 	 	 
	 	By:	 
	 	 	Name: Krishnan Anand
	 	 	Title: Managing Member


 


[Signature Page to
Letter Agreement— Igniting Consumer Growth Acquisition Company Limited]


 



     


     


    




 





	 	INSIDER:
	 	 	 
	 	By:	 
	 	 	Name: [ ]


 


[Signature Page to Letter Agreement—
Igniting Consumer Growth Acquisition Company Limited]


 






     


     


    




 


	 	Acknowledged and Agreed:
	 	 
	 	IGNITING CONSUMER GROWTH ACQUISITION COMPANY LIMITED
	 	 	 
	 	By:	 
	 	 	Name: Krishnan Anand
	 	 	Title: Chief Executive Officer


 


[Signature Page to Letter Agreement—
Igniting Consumer Growth Acquisition Company Limited]