Exhibit 10.4


 


January 27, 2021


 


Ignyte Acquisition Corp.


277 Park Avenue, 26th Floor


New York, New York 10172


 


EarlyBirdCapital, Inc.


366 Madison Ave 8th Floor


New York, NY 10017


 


	 	Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


This letter (“Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between Ignyte Acquisition Corp., a Delaware corporation (the “Company”),
and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named
in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each Unit comprised of one
share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half
of one warrant (“Warrant”), each whole Warrant exercisable for one share of Common Stock. Certain capitalized
terms used herein are defined in paragraph 12 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, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby agrees, severally but not jointly, with the Company as follows:


 


1. If the Company solicits
approval of its stockholders 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.


 


2. (a) In the event that
the Company fails to consummate a Business Combination 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 “Certificate of Incorporation”),
the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations except
for the purpose of winding up, (ii) not more than ten (10) business days thereafter, redeem the IPO shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned funds held in the
Trust Account (less up to $50,000 to pay liquidation expenses and net of interest released to the Company to pay taxes as permitted
pursuant to the Trust Agreement), divided by the number of then outstanding IPO Shares, which redemption will extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii)
following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board
of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware
law to provide for claims of creditors and other requirements of applicable law.


 


(b) The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”)
with respect to the Founders’ Shares owned by the undersigned 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
Account for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account
with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.


 


3. 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, 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, or another
independent entity that commonly renders valuation opinions, that such Business Combination is fair to the Company’s unaffiliated
stockholders from a financial point of view.


 


4. Neither the undersigned
nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation, finder fee or other cash
payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination; provided that
the Company shall be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus Summary
– The Offering – Limited payments to insiders.”


 


5. (a) The undersigned
will place into escrow all Founders’ Shares owned by the undersigned pursuant to the terms of a Stock Escrow Agreement which
the Company will enter into with the undersigned and an escrow agent.


 


(b) The undersigned agrees
that until after the Company consummates a Business Combination, all Private Warrants owned by the undersigned will be subject
to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Warrants.


 


6. (a) In order to minimize
potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby agrees that until the
earliest of the Company’s initial Business Combination or liquidation, the undersigned shall present to the Company for its
consideration, prior to presentation to any other entity, any suitable target business, subject to any fiduciary or contractual
obligations the undersigned might have.


 


(b) The undersigned hereby
agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the event of a breach of
any of the obligations contained in 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.


 


7. The undersigned’s
biographical information previously furnished to the Company and the Representative is true and accurate in all respects, does
not omit any material information with respect to the undersigned’s background and contains all of the information required
to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. The undersigned’s FINRA Questionnaire
previously furnished to the Company and the Representative is true and accurate in all respects. The undersigned represents and
warrants that:


 


		(a)	he/she
                                                                                                    has never had a petition under
                                                                                                    the federal bankruptcy laws
                                                                                                    or any state insolvency law
                                                                                                    been filed by or against (i)
                                                                                                    him/her or any partnership
                                                                                                    in which he/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/she was an executive officer
                                                                                                    at or within two years before
                                                                                                    the time of such filing;
	 	 	 
		(b)	he/she
                                                                                                    has never had a receiver,
                                                                                                    fiscal agent or similar officer
                                                                                                    been appointed by a court
                                                                                                    for his/her business or property,
                                                                                                    or any such partnership;
	 	 	 
		(c)	he/she
                                                                                                    has never been convicted of
                                                                                                    fraud in a civil or criminal
                                                                                                    proceeding;
	 	 	 
		(d)	he/she
                                                                                                    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
                                                                                                    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 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;


 


		(f)	he/she 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 right to engage
                                                                                                    in any activity described
                                                                                                    in 9(e)(i) above, or to be
                                                                                                    associated with persons engaged
                                                                                                    in any such activity;
	 	 	 
		(g)	he/she 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 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 has never been
                                                                                                    the subject of, or a party
                                                                                                    to, any Federal or State judicial
                                                                                                    or administrative order, judgment,
                                                                                                    decree or finding, not subsequently
                                                                                                    reversed, suspended or vacated,
                                                                                                    relating to an alleged violation
                                                                                                    of (i) any Federal or State
                                                                                                    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 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 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 was never 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 Commodity Futures
                                                                                                    Trading Commission; or the
                                                                                                    National Credit Union Administration
                                                                                                    that is based on a violation
                                                                                                    of any law or regulation that
                                                                                                    prohibits fraudulent, manipulative,
                                                                                                    or deceptive conduct;
	 	 	 
		(m)	he/she has never been
                                                                                                    subject to any order, judgment
                                                                                                    or decree of any court of
                                                                                                    competent jurisdiction, that,
                                                                                                    at the time of such sale,
                                                                                                    restrained or enjoined him/her
                                                                                                    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 (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 has never been
                                                                                                    subject to any order of the
                                                                                                    SEC that orders him/her 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, 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 has never 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
                                                                                                                             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
                                                                                                                             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
                                                                                                                             Commodity
                                                                                                                             Futures
                                                                                                                             Trading
                                                                                                                             Commission;
                                                                                                                             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;
	 	 	 
		(r)	he/she
                                                                                                                             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,
                                                                                                                             as
                                                                                                                             amended
                                                                                                                             (the
                                                                                                                             “Exchange
                                                                                                                             Act”),
                                                                                                                             or
                                                                                                                             section
                                                                                                                             203(e)
                                                                                                                             or
                                                                                                                             203(f)
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Investment
                                                                                                                             Advisers
                                                                                                                             Act
                                                                                                                             of
                                                                                                                             1940,
                                                                                                                             as
                                                                                                                             amended
                                                                                                                             (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
                                                                                                                             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.



 


8. The undersigned has
full right and power, without violating any agreement by which he, she or it is bound, to enter into this Letter Agreement and
to serve as a director and/or officer of the Company.


 


9. The undersigned hereby
waives any right to exercise redemption rights with respect to any shares of the Company’s 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 such shares be part
of the Founders’ Shares or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees not to seek redemption
with respect to such shares in connection with any vote to approve a Business Combination (or sell such shares to the Company in
a tender offer in connection with such a Business Combination).


 


10. The undersigned hereby
agrees to not propose, or vote in favor of, an amendment to Article Sixth of the Certificate of Incorporation prior to the consummation
of a Business Combination unless the Company provides public stockholders with the opportunity to redeem their shares of Common
Stock for cash upon such approval in accordance with such Article Sixth thereof.


 


11. 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. Each of the Company
and the undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to
this Letter Agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New
York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.


 


12. As used herein, (i)
a “Business Combination” means a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
means all officers, directors and sponsors of the Company immediately prior to the IPO; (iii)




    	 



    	



    

“Founders’ Shares” means all of
the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares”
means the shares of Common Stock issued in the Company’s IPO; (v) “Private Warrants” means the
warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust
Agreement” means the Investment Management Trust Agreement between the Company and Continental Stock Transfer &
Trust Company being entered into in connection with the IPO and governing the use of funds held in the Trust Account; (vii) “Trust
Account” means the trust account into which a portion of the net proceeds of the IPO and sale of Private Warrants
will be deposited; and (viii) “Registration Statement” means the Company’s registration statement
on Form S-1 (SEC File No. 333-252011) filed with the Securities and Exchange Commission.


 


13. 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), except by a written instrument executed by all parties hereto.


 


14. Each of 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 stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.


 


[Signature Page Follows]




    	 



    	



    

	 	David I. Rosenberg
	 	Print Name of Insider
	 	 
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	IGNYTE ACQUISITION CORP.
	 	 
	 	By: 	 	                                        
	 	 	 	Name:
	 	 	 	Title:




    	 



    	



    

	 	Acknowledged and Agreed:
	 	 
	 	IGNYTE ACQUISITION CORP.
	 	 
	 	By: 	 	 
	 	 	 	Name: David J. Strupp, Jr.
	 	 	 	Title:
      Co-CEO