Exhibit 4.2


 


RIGHTS AGREEMENT


 


This Rights Agreement (this
“Agreement”) is made as of December 8, 2021 between Inception Growth Acquisition Limited, a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company (the “Rights Agent”).


 


WHEREAS, the Company is engaged
in a public offering (the “Public Offering”) of 9,000,000 units (the “Public Unit(s)”) of the Company (and up
to 1,350,000 additional Units if the underwriters’ over-allotment option is exercised in full), each Unit consisting of one share
of common stock, par value $0.0001 per share (the “Common Stock”), one-half (1/2) of one warrant (the “Public Warrant(s)”),
each whole warrant entitling its holder to purchase one (1) share of Common Stock (the “Warrant Share(s)”), and one right,
each right entitling its holder to receive one-tenth (1/10) of one (1) share of Common Stock (the “Right(s)”);


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-257426 (“Registration
Statement”), and related Prospectus (“Prospectus”) for the registration, under the Securities Act of 1933, as amended
(“Act”) of, among other securities, the Rights and the shares of Common Stock issuable to the holders of the Rights;


 


WHEREAS, the Company
desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance,
registration, transfer and exchange of the Rights;


 


WHEREAS, the Company desires
to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation
of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on
behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Appointment of Rights Agent.
The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


		2.	Rights.


 


		2.1.	Form of Right. Each
Right shall be issued in registered or book entry form, as requested by the Company or the holder of a Right. Any Rights issued in registered
form form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be
signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive Officer and Treasurer, Secretary or Assistant
Secretary of the Company and shall bear a facsimile of the Company’s seal, if any. In the event the person whose facsimile signature
has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right is
issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


		2.2.	Effect of Countersignature.
Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not
be exchanged for shares of Common Stock.


 


		2.3.	Registration.


 


		2.3.1.	Right Register. The Rights
Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer
of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective
holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.


 




     


     


    

 


		2.3.2.	Registered Holder. Prior
to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in whose
name such Right shall be registered upon the Right Register (“registered holder”) as the absolute owner of such Right and
of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone
other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company
nor the Rights Agent shall be affected by any notice to the contrary.


 


 


		2.4.	Detachability of Rights.
The securities comprising the Units, including the Rights, will not be separately transferable until the fifty-second (52nd)
day after the date hereof unless EF Hutton, division of Benchmark Investments,
LLC (“EF Hutton”) informs the Company of its decision to allow earlier separate trading (the “Detachment Date”),
but in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current Report on Form
8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including
the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option is exercised on the
date hereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing when such separate trading
shall begin. Upon the Detachment Date, the Units will no longer trade, and each holder of Units will become, without any action by such
holder, the holder of that number of shares of Common Stock, Warrants and Rights comprising the Units held by such holder.


 


		3.	Terms and Exchange of Rights.


 


		3.1.	Rights. Each Right shall
entitle the holder thereof to receive one-tenth of one share of Common Stock upon the happening of the Exchange Event (described below).
No additional consideration shall be paid by a holder of Rights in order to receive his, her or its shares of Common Stock upon the Exchange
Event as the purchase price for such shares of Common Stock has been included in the purchase price for the Units. In no event will the
Company be required to net cash settle the Rights or issue fractional shares of Common Stock. The provisions of this Section 3.1 may
not be modified, amended or deleted without the prior written consent of EF Hutton.


 


		3.2.	Exchange Event. The
Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s Amended
and Restated Certificate of Incorporation).


 


		3.3.	Exchange of Rights.


 


		3.3.1.	Issuance of Certificates.
As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of the Rights to return their Rights
Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively
elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s)
a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name
or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary,
in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of
Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange
Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the
Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement
at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include
the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional
entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate
the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number.
Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder
of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would
otherwise expect to receive Rights.


 






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		3.3.2.	Valid Issuance. All shares
of Common Stock issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


		3.3.3.	Date of Issuance. Each
person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder
of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate.


 


		3.3.4.	Company Not Surviving Following
Exchange Event. If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the definitive agreement
will provide for the holders of Rights to receive the same per share consideration as the holders of the Common Stock will receive in
with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.


 


		3.4.	Duration of Rights.
If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


		4.	Transfer and Exchange of Rights.


 


		4.1.	Registration of Transfer.
The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of
such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer.
Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled
by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.


 


		4.2.	Procedure for Surrender
of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon
the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered,
representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a
restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has
received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also
bear a restrictive legend.


 


		4.3.	Fractional Rights. The
Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate
for a fraction of a Right.


 


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


  


		4.5.	Adjustments
to Conversion Ratios. The number of shares of Common Stock that the holders of Rights are entitled to receive as a result of the
occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split,
share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect
to the Common Stock occurring on or after the date hereof and prior to the Exchange Event.  4.6.
Right Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever
required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.
	 	 	 
	 	4.6. 	Right Execution and Countersignature. The Rights
Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights required to be issued
pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent, will supply the Rights Agent with
Rights duly executed on behalf of the Company for such purpose.


 


		5.	Other Provisions Relating to
Rights of Holders of Rights.


 


	 	5.1.	
    No Rights as Shareholder. Until exchange
    of a Right for shares of Common Stock as provided for herein, a Right does not entitle the registered holder thereof to any of the rights
    of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
    rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors
    of the Company or any other matter.

     




 






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	 	5.2.	Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.






 


	 	5.3.	Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


		6.	Concerning the Rights Agent and
Other Matters.


 


		6.1.	Payment of Taxes. The
Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect
of the issuance or delivery of shares of Common Stock upon the exchange of Rights, but the Company shall not be obligated to pay any
transfer taxes in respect of the Rights or such shares.


 


		6.2.	Resignation, Consolidation,
or Merger of Rights Agent.


 


		6.2.1.	Appointment of Successor
Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place
of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing
of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or
its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed
by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing
and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Rights Agent shall
be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect
as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate,
the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights
Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in
and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 


		6.2.2.	Notice of Successor Rights
Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights
Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


		6.2.3.	Merger or Consolidation of
Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement
without any further act.


 


		6.3.	Fees and Expenses of Rights
Agent.


 


		6.3.1.	Remuneration. The Company
agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse the Rights
Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 






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		6.3.2.	Further Assurances. The
Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing
of the provisions of this Agreement.


 


		6.4.	Liability of Rights Agent.


 


		6.4.1.	Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by
the Chief Executive Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


		6.4.2.	Indemnity. The Rights
Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6 below, the
Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the Rights Agent’s
gross negligence, willful misconduct, or bad faith.


 


		6.4.3.	Exclusions. The Rights
Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any
Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Common Stock to be issued pursuant to this Agreement or any Right or as to whether any Common Stock will, when
issued, be valid and fully paid and nonassessable.


 


		6.5.	Acceptance of Agency.
The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth.


 


		6.6.	Waiver. The Rights Agent
hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution
of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between
the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever.


 


		7.	Miscellaneous Provisions.


 


		7.1.	Successors. All the
covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit
of their respective successors and assigns.


 






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		7.2.	Notices. Any notice,
statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with
the Rights Agent), as follows:


 


Inception Growth Acquisition Limited


875 Washington Street


New York, NY 10014


Attn: Paige E. Craig, Chief Executive Officer


E-mail: paige@outlanderlabs.com


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights Agent shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:


 


Continental Stock Transfer &
Trust Company


1 State Street 30th Floor


New York, NY 10004-1561


Attn: Michael Goedecke


E-mail: mgoedecke@continentalstock.com


Phone: 212.616.6895  


 


with a copy in each case to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Lawrence Venick, Esq.


E-mail: lvenick@loeb.com


 


and


 


EF
Hutton, division of Benchmark Investments, LLC


590 Madison Avenue,


39th Floor New York,


New York 10022


Attn: Joseph T. Rallo


Facsimile: (646) 861-4697 


 


and


 


The Loev Law Firm, PC

6300 West Loop South, Suite 280

Bellaire, Texas 77401


Attn: David
M. Loev


Facsimile: (713)
524-4122


 


		7.3.	Applicable Law. The
validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed
to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon
the Company in any action, proceeding or claim.


 


		7.4.	Persons Having Rights under
this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders
of the Rights and, for the purposes of Sections 3.1, 3.2, 7.4 and 7.8 hereof, EF Hutton, any right, remedy, or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. EF Hutton shall be deemed to be a third-party
beneficiary of this Agreement with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and EF Hutton with respect
to Sections 3.1, 3.2, 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights.


 




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		7.5.	Examination of this Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough of Manhattan, City
and State of New York, for inspection by the registered holder of any Right. The Rights Agent may require any such holder to submit his,
her or its Right for inspection by it.


 


		7.6.	Counterparts. This Agreement
may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 


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


 


		7.8.	Amendments. This Agreement
may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters
or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely
affect the interest of the registered holders. All other modifications or amendments shall require the written consent or vote of the
registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified, amended or deleted
without the prior written consent of EF Hutton.


 


		7.9.	Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, this Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	 	INCEPTION GROWTH ACQUISITION LIMITED
	 	 	 
	 	By:	/s/ Paige E. Craig 
	 	 	Name:	 Paige E. Craig
	 	 	Title:	 Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Michael Goedecke
	 	 	Name:  	Michael Goedecke
	 	 	Title: 	Vice President



 


Signature page to Rights Agreement


 




    


     


    

 


EXHIBIT A


 


Form of Right