Exhibit 10.5


 


FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [
], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into
by and between Igniting Consumer Growth Acquisition Company Limited, a Cayman Islands exempted company (the “Company”),
and Igniting Growth Consumer Sponsor LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an initial public offering
of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share
of the Company, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable warrant, each
whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”),
File Number 333-[ ] (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”).


 


WHEREAS, the Purchaser has agreed to purchase an aggregate of 9,650,000
warrants (or up to 10,850,000 warrants if the underwriters in the Public Offering exercise their option to purchase additional units
in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase
one Share at an exercise price of $11.50 per Share, at a price of $1.00 per warrant, subject to adjustment.


 


NOW THEREFORE, in consideration of the mutual promises contained in
this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to
this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


		Section
                            1.	Authorization, Purchase and Sale; Terms of the Private Placement
Warrants.



 


		A.	Authorization
                                            of the Private Placement Warrants. The Company has duly authorized the issuance and sale
                                            of the Private Placement Warrants to the Purchaser.



 


		B.	Purchase
                                            and Sale of the Private Placement Warrants.



 


		(i)	On
                                            the date of the consummation of the Public Offering (the “IPO Closing Date”),
                                            the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from
                                            the Company, 9,650,000 Private Placement Warrants at a price of $1.00 per Private Placement
                                            Warrant for an aggregate purchase price of $9,650,000 (the “Purchase Price”).
                                            The Purchaser shall pay the Purchase Price in accordance with the Company’s wiring
                                            instructions by wire transfer of immediately available funds in the following amounts: (i) $[
                                            ] to the Company at a financial institution to be chosen by the Company; and (ii) $[
                                            ] to the trust account maintained by Continental Stock Transfer & Trust Company,
                                            acting as trustee (the “Trust Account”), in each case, at least
                                            one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject
                                            to the receipt of funds pursuant to the immediately preceding sentence, the Company shall,
                                            at its option, deliver a certificate evidencing the Private Placement Warrants purchased
                                            on such date duly registered in the Purchaser’s name to the Purchaser or effect such
                                            delivery in book-entry form.



 






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		(ii)	On
                                            the date of the closing of the option to purchase additional units, if any, in connection
                                            with the Public Offering or on such earlier time and date as may be mutually agreed by the
                                            Purchaser and the Company (the “Option Closing Date” and, each
                                            Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”),
                                            the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from
                                            the Company, up to 1,200,000 Private Placement Warrants (or, to the extent the option to
                                            purchase additional units is not exercised in full, a lesser number of Private Placement
                                            Warrants in proportion to the portion of the option that is exercised) at a price of $1.00
                                            per Private Placement Warrant for an aggregate purchase price of up to $1,200,000 (the “Option
                                            Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance
                                            with the Company’s wiring instructions by wire transfer of immediately available funds
                                            to the Trust Account at least one (1) business day prior to the Option Closing Date.
                                            On the Option Closing Date, subject to the receipt of funds pursuant to the immediately preceding
                                            sentence, the Company shall, at its option, deliver a certificate evidencing the Private
                                            Placement Warrants purchased on such date duly registered in the Purchaser’s name to
                                            the Purchaser or effect such delivery in book-entry form.



 


		C.	Terms
                                            of the Private Placement Warrants.



 


		(i)	Each
                                            Private Placement Warrant shall have the terms set forth in a Private Warrant Agreement to
                                            be entered into by the Company and a warrant agent on the IPO Closing Date in connection
                                            with the Public Offering (the “Private Warrant Agreement”).



 


		(ii)	On
                                            the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder
                                            rights agreement (the “Registration and Shareholder Rights Agreement”),
                                            pursuant to which the Company will grant certain registration rights to the Purchaser relating
                                            to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.



 


		Section
                            2.	Representations and Warranties of the Company. As a material
inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and
warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:



 


		A.	Incorporation
                                            and Corporate Power. The Company is an exempted company duly incorporated, validly existing
                                            and in good standing under the laws of the Cayman Islands and is qualified to do business
                                            in every jurisdiction in which the failure to so qualify would reasonably be expected to
                                            have a material adverse effect on the financial condition, operating results or assets of
                                            the Company. The Company possesses all requisite corporate power and authority necessary
                                            to carry out the transactions contemplated by this Agreement and the Private Warrant Agreement.



 


		B.	Authorization;
                                            No Breach.



 


		(i)	The
                                            execution, delivery and performance of this Agreement and the Private Placement Warrants
                                            have been duly authorized by the Company as of each Closing Date. This Agreement constitutes
                                            the valid and binding obligation of the Company, enforceable in accordance with its terms,
                                            subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
                                            other laws of general applicability relating to or affecting creditors’ rights and
                                            to general equitable principles (whether considered in a proceeding in equity or law). Upon
                                            issuance in accordance with, and payment pursuant to, the terms of the Private Warrant Agreement
                                            and this Agreement, the Private Placement Warrants will constitute valid and binding obligations
                                            of the Company, enforceable in accordance with their terms.



 






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		(ii)	The
                                            execution and delivery by the Company of this Agreement and the Private Placement Warrants,
                                            the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon
                                            exercise of the Private Placement Warrants and the fulfillment of and compliance with the
                                            respective terms hereof and thereof by the Company, do not and will not as of each Closing
                                            Date (a) conflict with or result in a breach of the terms, conditions or provisions
                                            of, (b) constitute a default under, (c) result in the creation of any lien, security
                                            interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result
                                            in a violation of or (e) require any authorization, consent, approval, exemption or
                                            other action by or notice or declaration to, or filing with, any court or administrative
                                            or governmental body or agency pursuant to the memorandum and articles of association of
                                            the Company (in effect on the date hereof or as may be amended, supplemented or otherwise
                                            modified prior to completion of the Public Offering) or any material law, statute, rule or
                                            regulation to which the Company is subject, or any agreement, order, judgment or decree to
                                            which the Company is subject, except for any filings required after the date hereof under
                                            federal or state securities laws.



 


		C.	Title
                                            to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof
                                            and the Private Warrant Agreement and the amended and restated memorandum and articles of
                                            association of the Company, and upon registration in the Company’s register of members,
                                            the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly
                                            issued as fully paid and non-assessable. On the date of issuance of the Private Placement
                                            Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have
                                            been reserved for issuance in accordance with the terms of this Agreement. Upon issuance
                                            in accordance with, and payment pursuant to, the terms hereof and the Private Warrant Agreement,
                                            and upon registration in the Company’s register of members, the Purchaser will have
                                            good title to the Private Placement Warrants purchased by it and the Shares issuable upon
                                            exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances
                                            of any kind, other than (i) transfer restrictions hereunder and under the other agreements
                                            contemplated hereby, (ii) transfer restrictions under federal and state securities laws
                                            and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.



 


		D.	Governmental
                                            Consents. No permit, consent, approval or authorization of, or declaration to or filing
                                            with, any governmental authority is required in connection with the execution, delivery and
                                            performance by the Company of this Agreement or the consummation by the Company of any other
                                            transactions contemplated hereby.



 


		E.	Regulation
                                            D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates,
                                            members, officers, directors or beneficial shareholders of twenty percent (20%) or more of
                                            its outstanding securities, has experienced a disqualifying event as enumerated pursuant
                                            to Rule 506(d) of Regulation D under the Securities Act.



 


		Section
                            3.	Representations and Warranties of the Purchaser. As a
material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the
Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:



 


		A.	Organization
                                            and Requisite Authority. The Purchaser possesses all requisite power and authority necessary
                                            to carry out the transactions contemplated by this Agreement.



 


		B.	Authorization; No Breach.



 


		(i)	This
                                            Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance
                                            with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
                                            moratorium and other laws of general applicability relating to or affecting creditors’
                                            rights and to general equitable principles (whether considered in a proceeding in equity
                                            or law).



 






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		(ii)	The
                                            execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance
                                            with the terms hereof by the Purchaser does not and shall not as of each Closing Date (a) conflict
                                            with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute
                                            a default under, (c) result in the creation of any lien, security interest, charge or
                                            encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation
                                            of or (e) require authorization, consent, approval, exemption or other action by or
                                            notice or declaration to, or filing with, any court or administrative or governmental body
                                            or agency pursuant to the Purchaser’s organizational documents in effect on the date
                                            hereof or as may be amended, supplemented or otherwise modified prior to completion of the
                                            contemplated Public Offering, or any material law, statute, rule or regulation to which
                                            the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which
                                            the Purchaser is subject, except for any filings required after the date hereof under federal
                                            or state securities laws.



 


		C.	Investment
                                            Representations.



 


		(i)	The
                                            Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement
                                            Warrants, the Shares issuable upon such exercise (collectively, the “Securities”)
                                            for its own account, for investment purposes only and not with a view towards, or for resale
                                            in connection with, any public sale or distribution thereof.



 


		(ii)	The
                                            Purchaser is an “accredited investor” as such term is defined in
                                            Rule 501(a)(3) of Regulation D and has not experienced a disqualifying event as
                                            enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.



 


		(iii)	The
                                            Purchaser understands that the Securities are being offered and will be sold to it in reliance
                                            on specific exemptions from the registration requirements of the United States federal and
                                            state securities laws and that the Company is relying upon the truth and accuracy of, and
                                            the Purchaser’s compliance with, the representations and warranties of the Purchaser
                                            set forth herein in order to determine the availability of such exemptions and the eligibility
                                            of the Purchaser to acquire such Securities.



 


		(iv)	The
                                            Purchaser did not decide to enter into this Agreement as a result of any general solicitation
                                            or general advertising within the meaning of Rule 502(c) under the Securities Act.



 


		(v)	The
                                            Purchaser has been furnished with all materials relating to the business, finances and operations
                                            of the Company and materials relating to the offer and sale of the Securities which have
                                            been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions
                                            of the executive officers and directors of the Company. The Purchaser understands that its
                                            investment in the Securities involves a high degree of risk and has sought such accounting,
                                            legal and tax advice as it has considered necessary to make an informed investment decision
                                            with respect to the acquisition of the Securities.



 


		(vi)	The
                                            Purchaser understands that no United States federal or state agency or any other government
                                            or governmental agency has passed on or made any recommendation or endorsement of the Securities
                                            or the fairness or suitability of the investment in the Securities by the Purchaser nor have
                                            such authorities passed upon or endorsed the merits of the offering of the Securities.



 






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		(vii)	The
                                            Purchaser understands that (a) the Securities have not been and are not being registered
                                            under the Securities Act or any state securities laws, and may not be offered for sale, sold,
                                            assigned or transferred, unless (1) subsequently registered thereunder or (2) sold
                                            in reliance on an exemption therefrom, and (b) except as specifically set forth in the
                                            Registration and Shareholder Rights Agreement, neither the Company nor any other person is
                                            under any obligation to register the Securities under the Securities Act or any state securities
                                            laws or to comply with the terms and conditions of any exemption thereunder. In this regard,
                                            the Purchaser understands that the SEC has taken the position that promoters or affiliates
                                            of a blank check company and their transferees, both before and after an initial business
                                            combination, are deemed to be “underwriters” under the Securities Act when reselling
                                            the securities of a blank check company. Based on that position, Rule 144 adopted pursuant
                                            to the Securities Act would not be available for resale transactions of the Securities despite
                                            technical compliance with the requirements of Rule 144 adopted pursuant to the Securities
                                            Act, and the Securities can be resold only through a registered offering or in reliance upon
                                            another exemption from the registration requirements of the Securities Act.



 


		(viii)	The
                                            Purchaser has such knowledge and experience in financial and business matters, knowledge
                                            of the high degree of risk associated with investments in the securities of companies in
                                            the development stage such as the Company, is capable of evaluating the merits and risks
                                            of an investment in the Securities and is able to bear the economic risk of an investment
                                            in the Securities in the amount contemplated hereunder for an indefinite period of time.
                                            The Purchaser has adequate means of providing for its current financial needs and contingencies
                                            and will have no current or anticipated future needs for liquidity which would be jeopardized
                                            by the investment in the Securities. The Purchaser can afford a complete loss of its investments
                                            in the Securities.



 


		(ix)	The
                                            Purchaser understands that the Private Placement Warrants shall bear the legend substantially
                                            in the form set forth in the Private Warrant Agreement.



 


		Section
                            4.	Conditions of the Purchaser’s Obligations. The
obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each
Closing Date, of each of the following conditions:



 


		A.	Representations
                                            and Warranties. The representations and warranties of the Company contained in Section 2
                                            shall be true and correct at and as of such Closing Date as though then made.



 


		B.	Performance.
                                            The Company shall have performed and complied with all agreements, obligations and conditions
                                            contained in this Agreement that are required to be performed or complied with by the Company
                                            on or before such Closing Date.



 


		C.	No
                                            Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling
                                            or injunction shall have been enacted, entered, promulgated or endorsed by or in any court
                                            or governmental authority of competent jurisdiction or any self-regulatory organization having
                                            authority over the matters contemplated hereby, which prohibits the consummation of any of
                                            the transactions contemplated by this Agreement or the Private Warrant Agreement.



 


		D.	Private
                                            Warrant Agreement and Registration and Shareholder Rights Agreement. The Company shall
                                            have entered into the Private Warrant Agreement and the Registration and Shareholder Rights
                                            Agreement, in each case, on terms satisfactory to the Purchaser.



 


		Section
                            5.	Conditions of the Company’s Obligations. The obligations
of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following
conditions:



 


		A.	Representations
                                            and Warranties. The representations and warranties of the Purchaser contained in Section 3
                                            shall be true and correct at and as of such Closing Date as though then made.



 


		B.	Performance.
                                            The Purchaser shall have performed and complied with all agreements, obligations and conditions
                                            contained in this Agreement that are required to be performed or complied with by the Purchaser
                                            on or before such Closing Date.



 






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		C.	Corporate
                                            Consents. The Company shall have obtained the consent of the Company’s board of
                                            directors authorizing the execution, delivery and performance of this Agreement and the Private
                                            Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.



 


		D.	No
                                            Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling
                                            or injunction shall have been enacted, entered, promulgated or endorsed by or in any court
                                            or governmental authority of competent jurisdiction or any self-regulatory organization having
                                            authority over the matters contemplated hereby, which prohibits the consummation of any of
                                            the transactions contemplated by this Agreement or the Private Warrant Agreement.



 


		E.	Private
                                            Warrant Agreement. The Company shall have entered into the Private Warrant Agreement.



 


		Section
                            6.	Miscellaneous.



 


		A.	Successors
                                            and Assigns. Except as otherwise expressly provided herein, all covenants and agreements
                                            contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure
                                            to the benefit of the respective successors of the parties hereto whether so expressed or
                                            not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not
                                            assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including,
                                            without limitation one or more of its members).



 


		B.	Severability.
                                            Whenever possible, each provision of this Agreement shall be interpreted in such manner as
                                            to be effective and valid under applicable law, but if any provision of this Agreement is
                                            held to be prohibited by or invalid under applicable law, such provision shall be ineffective
                                            only to the extent of such prohibition or invalidity, without invalidating the remainder
                                            of this Agreement.



 


		C.	Counterparts.
                                            This Agreement may be executed simultaneously in two or more counterparts, none of which
                                            need contain the signatures of more than one party, but all such counterparts taken together
                                            shall constitute one and the same agreement. Signatures to this Agreement transmitted via
                                            facsimile or electronic mail shall be valid and effective to bind the party so signing.



 


		D.	Descriptive
                                            Headings; Interpretation. The descriptive headings of this Agreement are inserted for
                                            convenience only and do not constitute a substantive part of this Agreement. The use of the
                                            word “including” in this Agreement shall be by way of example rather than by
                                            limitation.



 


		E.	Governing
                                            Law. This Agreement shall be deemed to be a contract made under the laws of the State
                                            of New York and for all purposes shall be construed in accordance with the internal laws
                                            of the State of New York.



 


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



 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.


 


	 	 	 
	 	COMPANY:
	 	 
	 	IGNITING
    CONSUMER GROWTH ACQUISITION COMPANY LIMITED
	 	 	 
	 	By:	 
	 	 	Name:
    Krishnan Anand
	 	 	Title:
    Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	IGNITING
    GROWTH CONSUMER SPONSOR LLC
	 	 	 
	 	By:	 
	 	 	Name:
    Krishnan Anand
	 	 	Title:
    Chief Executive Officer


 


[Signature Page to Private Placement Warrants
Purchase Agreement—Igniting Consumer Growth Acquisition Company Limited]