Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


This PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2021, by and between Intelligent Medicine
Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).


 


WHEREAS, the Company desires
to sell to the Subscriber on a private placement basis (the “Private Placement”) an aggregate of 862,500 warrants (each,
a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company (including up
to 112,500 Placement Warrants if the underwriter exercises its option to purchase additional units (“the “Over-allotment
Option”) pursuant to the terms of an Underwriting Agreement, dated October 21, 2021, between the Company and the Subscriber
with respect to an initial public offering (the “IPO”)), for a purchase price of $1.00 per Placement Warrant. The shares
of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants
and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is
exercisable to purchase one share of Common Stock at an exercise price of $11.50 commencing 30 days following the consummation of the
Company’s initial business combination (the “Business Combination”), as such term is defined in the registration
statement in connection with the IPO, as amended at the time it becomes effective (the “Registration Statement”), and
expiring on the fifth anniversary of the consummation of the Business Combination (provided that so long as the Placement Warrants are
held by the Subscriber or its designees, the Subscriber or its designees will not be permitted to exercise such Placement Warrants after
the five year anniversary of the effective date of the Registration Statement); and


 


WHEREAS, the Subscriber wishes
to purchase an aggregate of 862,500 Placement Warrants (including up to 112,500 Placement Warrants to the extent the Over-allotment Option
is exercised), and the Company wishes to accept such subscription from the Subscriber.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1. Agreement to Subscribe


 


1.1. Purchase and Issuance
of the Placement Warrants. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from
the Company, and the Company hereby agrees to sell to the Subscriber, 750,000 Placement Warrants (the “Initial Placement Warrants”)
on the Initial Closing Date (as defined below) in consideration of the payment of the Initial Purchase Price (as defined below). Upon
the terms and subject to the conditions of this Agreement, in the event the Over-allotment Option is exercised in full or in part, the
Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, up to 112,500 Placement
Warrants (the “Additional Placement Warrants”) on any Additional Closing Date (as defined below) in consideration of
the payment of the Additional Purchase Price (as defined below) in proportion to the amount the Over-Allotment Option is exercised, as
described in the Registration Statement. On the Initial Closing Date and any Additional Closing Date, the Company shall, at its option,
deliver to the Subscriber the certificates representing the Placement Warrants purchased or effect such delivery in book-entry form.


 


1.2. Purchase Price. As payment
in full for the Initial Placement Warrants being purchased under this Agreement, the Subscriber shall pay $750,000.00 (the “Initial
Purchase Price”) by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to
the Company, to the trust account (the ”Trust Account”) at a financial institution to be chosen by the Company,
maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to
the Initial Closing Date. As payment in full for any Additional Placement Warrants being purchased under this Agreement, the Subscriber
shall pay up to $112,500.00 (the “Additional Purchase Price”) by wire transfer of immediately available funds or by
such other method as may be reasonably acceptable to the Company, to the Trust Account on or prior to any Additional Closing Date.


 






     


     


    

 


1.3. Closing. The closing
of the purchase and sale of the Initial Placement Warrants shall take place simultaneously with the closing of the IPO (the “Initial
Closing Date”). The closing of any purchase and sale of the Additional Placement Warrants, if applicable, shall take place substantially
simultaneously with the applicable closing of all or any portion of the Over-allotment Option (any such closing date, an “Additional
Closing Date,” and together with the Initial Closing Date, the “Closing Dates”). The closing of the purchase
and sale of the Initial Private Placement Warrants and any Additional Private Placement Warrants shall take place at the offices of Paul
Hastings LLP, 200 Park Avenue, New York, New York 10166, or such other place as may be agreed upon by the parties hereto.


 


1.4 Conditions to Closing.
The obligation of the Subscriber to purchase and pay for the Placement Warrants, as provided herein shall be subject to the satisfaction
of the conditions set forth in Section 4 of the Underwriting Agreement, dated as of the date hereof, by and between the Company and
the Subscriber, as representative of the underwriters named therein (the “Underwriting Agreement”).


 


1.5 Termination. This Agreement
and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur prior to March 31,
2022.


 


2. Representations
and Warranties of Subscriber


 


Subscriber represents and
warrants to the Company that:


 


2.1. No Government Recommendation
or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company
or the Private Placement of the Securities.


 


2.2. Accredited Investor.
Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby
is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities
Act and similar exemptions under state law.


 


2.3. Intent. Subscriber is
purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the account or benefit of its
members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution thereof.


 


2.4. Restrictions on Transfer.
Subscriber acknowledges and understands the Placement Warrants are being offered in a transaction not involving a public offering in the
United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the
future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged
or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant
to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any
other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable
securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities
are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that if any transfer of its Securities or
any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the
Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption
from registration, Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). Subscriber
further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the
Securities until the one year anniversary following consummation of the initial Business Combination of the Company, despite technical
compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.5. Sophisticated Investor.


 


(i) Subscriber is sophisticated
in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 






     


     


    

 


(ii) Subscriber is aware
that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, (a) the
Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless
subsequently registered under the Securities Act or an exemption from such registration is available and (b) Subscriber has waived
its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by the Subscriber
are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly Subscriber may suffer
a loss of a portion or all of its investment in the Securities. Subscriber is able to bear the economic risk of its investment in the
Securities for an indefinite period of time.


 


2.6. Organization and Authority.
Subscriber is duly organized, validly existing and in good standing under the laws of its state of incorporation or formation and it possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.7. Authority. This Agreement
has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable in accordance with
its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights
generally.


 


2.8. No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby do not violate,
conflict with or constitute a default under (i) Subscriber’s charter documents, (ii) any agreement or instrument to which
Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or any agreement, order,
judgment or decree to which Subscriber is subject.


 


2.9. No Legal Advice from
Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement
and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment and tax advisors.
Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties
hereto, Subscriber is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of
its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this
Agreement or the securities laws of any jurisdiction.


 


2.10. Reliance on Representations
and Warranties. The Subscriber understands the Placement Warrants are being offered and sold to the Subscriber in reliance on exemptions
from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and
that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings
of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.11. No General Solicitation.
Subscriber is not subscribing for the Placement Warrants as a result of or subsequent to any general solicitation or general advertising,
including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar
media or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect to the
IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.12. Legend. Subscriber acknowledges
and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”), in form
and substance substantially as set forth in Section 4 hereof.


 


3. Representations,
Warranties and Covenants of the Company


 


The Company represents and
warrants to, and agrees with, Subscriber that:


 


3.1. Valid Issuance of Capital
Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 220,000,000 shares of common
stock (which consist of 200,000,000 shares of Class A Common Stock (the “Class A Common Stock”) and 20,000,000 shares
of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”)), and 1,000,000 shares
of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued
and outstanding no shares of Class A Common Stock and 4,312,500 shares of Class B Common Stock (of which up to 562,500 shares
are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital
stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 






     


     


    

 


3.2 Title to Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof and that certain private warrant agreement to be entered into between
the Company and Continental, as warrant agent (the “Private Warrant Agreement”), as the case may be, each of the Placement
Warrants and Warrant Shares (after issuance) will be duly and validly issued, fully paid and non-assessable. On the date of issuance of
the Placement Warrants, Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to,
the terms hereof and the Private Warrant Agreement, as the case may be, Subscriber will have or receive good title to the Placement Warrants,
free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and (ii) transfer
restrictions under federal and state securities laws.


 


3.3. Organization and Qualification.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has
the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4. Authorization; Enforcement.
(i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and
to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the
Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action,
and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this Agreement
constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws
relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application
and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of
public policy.


 


3.5. No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result
in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with, or constitute a default under
any agreement or instrument to which the Company is a party or (iii) any law statute, rule or regulation to which the Company
is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC or state securities filings
which may be required to be made by the Company subsequent to the Closing, and any registration statement which may be filed pursuant
thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or
order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform
any of its obligations under this Agreement or issue the Placement Warrants or Warrant Shares in accordance with the terms hereof.


 


3.6. Additional Representations
and Warranties. The representations and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated herein.


 


4. Legends


 


4.1. Legend. The Company will
issue the Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities
will bear the following Legend and appropriate “stop transfer” instructions:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”


 






     


     


    

 


“IN ADDITION,
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE
DATE UPON WHICH INTELLIGENT MEDICINE ACQUISITION CORP. (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED
IN SECTION 3 OF THE PRIVATE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2
OF THE PRIVATE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.”


 


“SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE
ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


4.2. Subscriber’s Compliance.
Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and agreements to comply with all applicable
securities laws upon resale of the Securities.


 


4.3. Company’s Refusal
to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of
the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities
Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith.


 


4.4 Registration Rights. The
Subscriber will be entitled to certain registration rights which will be governed by a registration and stockholders rights agreement
(“Registration Rights Agreement”) to be entered into between, among others, the Subscriber and the Company, on or prior
to the effective date of the Registration Statement. Pursuant to the Registration Rights Agreement, the Subscriber may not exercise its
demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the Registration
Statement and may not exercise its demand rights on more than one occasion.


 


5. Waiver of Liquidation
Distributions.


 


In connection with the Securities
purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights
if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a
Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the
Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment
to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s
obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with
respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event Subscriber purchases
shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption
value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company
fails to consummate the Business Combination. Nothing herein shall preclude Subscriber from making any claim or seeking recourse against
the Company’s funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement.


 


6. Terms of Placement
Warrants. Each Placement Warrant shall have the terms set forth in the Private Warrant Agreement.


 


7. Lock-Up Period.


 


7.1. The Subscriber agrees
that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that
Transfers of Securities are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of
the Company’s officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates;
(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary
of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in
the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase
agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price
at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion
of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s
limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger,
capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided,
however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement
with the Company agreeing to be bound by the Transfer restrictions herein.


 






     


     


    

 


7.2. For purposes of Section 7.1,
the term “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant
of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of
a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect
to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


7.3 In addition to the restrictions
on transfer described in Section 7.1, Subscriber acknowledges and agrees that the Placement Warrants and their component parts and
the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”)
and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately
following the commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Placement Warrants and their
component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing
180 day period except to any underwriter or selected dealer participating in the IPO and the officers or partners, registered persons
or affiliates of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Placement Warrants and their
component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the commencement
of sales in the IPO.


 


8. Terms of the Placement
Warrants


 


The Placement Warrants are
substantially identical to the warrants to be offered in the IPO except that: (i) the Placement Warrants are subject to the transfer
restrictions described in Section 7 hereof, (ii) the Placement Warrants will be non-redeemable so long as they are held by the
initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis, as further described
in the Private Warrant Agreement, and (iii) the Placement Warrants are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and
they are registered pursuant to the Registration Rights Agreement or an exemption from registration is available, and the restrictions
described above in clause (i) has expired.


 


9. Governing Law;
Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state.
The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.


 


10. Assignment; Entire
Agreement; Amendment


 


10.1. Assignment. Neither
this Agreement nor any rights hereunder may be assigned by any party to any other person other than by Subscriber to a person agreeing
to be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.


 






     


     


    

 


10.2. Entire Agreement. This
Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature among them.


 


10.3. Amendment. Except as
expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other
than by a written instrument signed by all of the parties hereto.


 


10.4. Binding upon Successors.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and permitted assigns.


 


11. Notices


 


11.1 Notices. Unless otherwise
provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered
or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all
purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified mail,
return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to
the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by
next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three
days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic
mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (b) if by a posting on
an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (1) such posting
and (2) the giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to the stockholder.


 


12. Counterparts


 


This Agreement may be executed
in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


13. Survival; Severability


 


13.1. Survival. The representations,
warranties, covenants and agreements of the parties hereto shall survive the Closing Date.


 


13.2. Severability. In the
event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.


 


14. Headings.


 


The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	INTELLIGENT MEDICINE ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	SUBSCRIBER:
	 	 
	 	CANTOR FITZGERALD & CO.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: