AMENDMENT No. 5 TO BUSINESS COMBINATION AGREEMENT

Exhibit 10.1

 

AMENDMENT No. 5 TO BUSINESS COMBINATION AGREEMENT

 

This Amendment No. 5 to Business Combination Agreement, dated as of July 31, 2025 (the “Amendment”), is to amend the Business Combination Agreement, which was made and entered into as of September 12, 2023 (the “Original Signing Date”), and amended by Amendment No. 1 thereto as of June 20, 2024, Amendment No. 2 thereto as of December 16, 2024, Amendment No. 3 thereto dated as of March 27, 2025, and Amendment No. 4 thereto dated as of May 6, 2025 (the “Existing BCA”, and as amended by this Amendment and as it may further be amended in accordance with its terms after the date hereof, the “BCA”), by and among AgileAlgo Holdings Ltd., a British Virgin Islands company (the “Company”), Inception Growth Acquisition Limited, a Delaware corporation (the “Parent”), and IGTA Merger Sub Limited, a British Virgin Islands company (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.

 

Recitals

 

WHEREAS, pursuant to Section 13.2(a) of the Existing BCA, the Existing BCA may be amended by a writing signed by each of Parent and the Company; and

 

WHEREAS, the Purchaser Parties and the Company desire to amend the Existing BCA to reflect the changes agreed between the parties and to clarify certain terms and conditions set forth therein.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1. Amendment of Certain Provisions.

 

(a) Section 12.1(c):

 

The first sentence of Section 12.1(c) of the Existing BCA is amended in its entirety to read as follows:

 

“In the event that any of the conditions to the Closing set forth in Article X have not been satisfied or waived on or prior to October 14, 2025 (the “Outside Closing Date”), the Parent or the Company, as the case may be, shall have the right, at its sole option, to terminate this Agreement.”

 

(b) Section 3.6(a):

 

The second sentence of Section 3.6(a) of the Existing BCA is amended in its entirety to read as follows:

 

“All of the Earnout Shares shall vest and be payable from the Escrow Account to the Sellers in accordance with their respective Pro Rata Shares in the event that the consolidated gross revenues of Purchaser and its Subsidiaries (including the Company Group) during the three (3) fiscal quarter period beginning on October 1, 2025 (the “Earnout Period’), as reported in the Purchaser’s quarterly reports on Form 10-Q and/or annual report on Form 10-K as filed with the SEC (the “Gross Revenues”), equals or exceeds Fifteen Million U.S. Dollars ($15,000,000) (the “Full Earnout Target”).”

 

2. Miscellaneous.

 

(a) Except as expressly provided in this Amendment, the Existing BCA shall remain in full force and effect, and all references to “this Agreement,” “herein” or using similar terms in the Existing BCA shall mean the Existing BCA as further amended by this Amendment. In the event of a conflict between the terms of this Amendment and the Existing BCA, the terms of this Amendment shall prevail over and supersede the conflicting terms in the Existing BCA.

 

(b) This Amendment shall be governed, enforced, interpreted and construed in a manner consistent with the Existing BCA. Without limiting the foregoing, Section 9.6 (Confidentiality), Article XI, Section 13.1 (Notices), Section 13.2 (Amendments; No Waivers; Remedies), Section 13.4 (Publicity), Section 13.7 (Governing Law), Section 13.10 (Severability) and Section 13.11 (Construction) of the Existing BCA shall apply to this Amendment mutatis mutandis as if set out herein.

 

(c) This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Amendment will become effective when duly executed and delivered by each of the parties hereto. Counterpart signature pages to this Amendment may be delivered by electronic delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

 

[The remainder of this page intentionally left blank; signature pages to follow]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be effective as of the date first written above.

 

	PARENT:
	Inception Growth Acquisition Limited,
	a Delaware corporation
	By:	/s/ ▇▇▇▇▇ Hang CHOW
	Name:	▇▇▇▇▇ Hang CHOW
	Title:	CEO
	COMPANY:
	AgileAlgo Holdings Ltd.,
	a British Virgin Islands company
	By:	/s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Director
	PURCHASER:
	IGTA Merger Sub Limited,
	a British Virgin Islands company
	By:	/s/ ▇▇▇▇▇ Hang CHOW
	Name:	▇▇▇▇▇ Hang CHOW
	Title:	Director

 

{Signature Page to Amendment No. 5 to Business Combination Agreement}