Exhibit 10.1


 


[•],
2021


 


Intelligent Medicine Acquisition Corp.

9001 Burdette Rd.


Bethesda, MD 20817


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”) is
being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered
into by and among Intelligent Medicine Acquisition Corp., a Delaware corporation (the “Company”), and Cantor
Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased by the Underwriters
to cover over-allotments, if any) (the “Units”), each comprising one share of the Company’s Class A
common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each
whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price
of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1
and a prospectus (the “Prospectus”), filed by the Company with the U.S. Securities and Exchange Commission (the
 “Commission”) and the Company has applied to have the Units listed on the New York Stock Exchange. 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 Public Offering and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each of Intelligent Medicine Sponsor LLC, a Delaware limited liability company (the “Sponsor”)
and the undersigned individuals, each of whom is a holder of shares of Class B Common Stock of the Company or a member of the Company’s
board of directors and/or management team to the Company (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


		1.	It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior consent of the Sponsor.



 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
                                                              15 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
                                                              with the Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor
                                                              and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of
                                                              winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully
                                                              available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the
                                                              “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit
                                                              in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously
                                                              released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided
                                                              by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights
                                                              as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
                                                              (iii) as promptly as reasonably possible 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 each case to the Company’s
                                                              obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each
                                                              Insider agrees not to propose any amendment to the Charter to (a) modify the substance or timing of the Company’s
                                                              obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Offering Shares if the Company
                                                              does not complete a Business Combination within the time period set forth in the Charter or (b) with respect to any other
                                                              provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides Public
                                                              Stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price,
                                                              payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in
                                                              the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest
                                                              to pay dissolution expenses), divided by the number of then outstanding Offering Shares.



 








    	 	 	 



     


    

 


The Sponsor and each Insider acknowledges that it, he or she
has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as
a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby
agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination.
The Sponsor and each Insider hereby waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption
rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights
available in the context of (i) a stockholder vote to approve such Business Combination, or (ii) a stockholder vote to approve
an amendment to the Charter to (a) modify the substance or timing of the Company’s obligation to allow redemption in connection
with the Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within
the time period set forth in the Charter or (b) with respect to any other provision relating to stockholders’ rights or pre-initial
Business Combination activity (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Offering
Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter). If
the Company engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it,
he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 


		3.	The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target
business that is affiliated with the undersigned or any other Insiders of the Company or their respective 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 an independent accounting firm that such Business Combination is fair to the Company from a
financial point of view.



 


		4.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the
Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Common Stock (but excluding Units and shares of Common Stock purchased in the Public
Offering or thereafter) owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any Units, shares of Common Stock, Founder Shares, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii).



 






    	 	2	 



     


    

 


		5.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”), which for purposes of clarification
shall not extend to any other shareholders, members or managers of the Sponsor, or any of the other undersigned, agrees to indemnify and
hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any
and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims
by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company
or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Offering Share and (ii) the
actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20
per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less interest earned on the funds
in the Trust Account which may be withdrawn to pay franchise and income taxes, (y) not apply to any claims by a third party or a
Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). In the event that any such executed waiver
is deemed to be unenforceable against such third party, the Indemnitor shall not be responsible to the extent of any liability for such
third party claims. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory
to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company
in writing that it shall undertake such defense.



 


		6.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,250,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus) in full, the Sponsor agrees to forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 562,500 multiplied by a fraction (i) the numerator of which is 2,250,000 minus
the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which
is 2,250,000. For clarity, the forfeiture shall yield the result that the Initial Stockholders will own an aggregate of 20% of the Company’s
issued and outstanding shares of Capital Stock after the Public Offering (assuming, for purposes of this calculation, that the Initial
Stockholders do not purchase any Units in the Public Offering).



 


		7.	(a)            Gregory C. Simon hereby agrees not to participate in the formation of, or become an officer or director of, any other any other
special purpose acquisition company with a class of securities registered under the Exchange Act until the Company has entered into a
definitive agreement regarding an initial Business Combination or has sooner failed to complete a Business Combination within the time
period set forth in the Charter.



 


(b)            The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a), 8(a), 8(b) and,
solely as to each Insider, 9, as applicable, of 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. The Sponsor shall also be entitled to seek injunctive relief, in addition to
any other remedy that such parties may have in law or in equity, in the event of a breach under this Letter Agreement.


 


		8.	(a)            The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination
or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder
Shares Lock-up Period”).



 






    	 	3	 



     


    

 


(b)            The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued
or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of the Company’s initial
Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up
Period, the “Lock-up Periods”).


 


(c)            Notwithstanding
the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common
Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by
the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 8(c)), are permitted (a) to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any affiliate
of the Sponsor or to any member(s) of the Sponsor, any affiliates of such members and funds and accounts advised by such members;
(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 the laws of descent and distribution upon death of such person; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an
initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event
of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State
of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; 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 completion
of an initial 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.


 


		9.	Each of the Insiders who is or is nominated to be a director or officer of the Company agrees to serve in such capacity until the
earlier of the consummation by the Company of an initial Business Combination, the liquidation of the Company, or his or her removal,
death or incapacity. The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
suspended or revoked. Each Insider’s biographical information furnished to the Company (including any such information included
in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to the Insider’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. Each Insider’s questionnaire furnished to the Company and the Representative is true and accurate in all material
respects. Each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in
any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating
to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it,
he or she is not currently a defendant in any such criminal proceeding.



 






    	 	4	 



     


    

 


		10.	Except as disclosed in the Prospectus, neither the Sponsor nor any Insider, nor any affiliate of the Sponsor or any Insider, shall
receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other
compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial
Business Combination (regardless of the type of transaction that it is).



 


		11.	The Company, the Sponsor and each Insider represents and warrants, severally and not jointly, that it, he or she has full right and
power, without violating any agreement to which it, he or she is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer, advisor
and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer, advisor and/or
director of the Company.



 


		12.	As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean the 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 per share, currently held by our Sponsor and certain of our directors and advisers (up to 562,500 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not
exercised in full by the Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and any Insider
that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to 8,000,000
shares of Common Stock of the Company (or 8,900,000 shares of Common Stock if the over-allotment option is exercised in full by the Underwriters)
that the Sponsor have agreed to purchase for an aggregate purchase price of $8,000,000 (or $8,900,000 if the over-allotment option is exercised
in full by the Underwriters), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the
Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering;
(vii) “Trust Account” shall mean the trust account into which the net proceeds of the Public Offering and
certain proceeds from the sale of the Private Placement Warrants shall be deposited; and (viii) “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 Exchange Act, and the
rules and regulations of the Commission promulgated thereunder with respect to, any security, (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 security, 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).



 


		13.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and
each Insider shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage
available for any of the Company’s directors or officers.



 


		14.	The Company shall not, without the prior consent of the Sponsor, (i) include the name of the Sponsor or any of its affiliates
in any disclosure, marketing materials, tombstones and other usages in connection with the Public Offering, otherwise related to the activities
of the Company, or in connection with the initial Business Combination or thereafter; (ii) amend any term of the Founder Shares,
including, but not limited to, the economic terms or terms regarding transferability; (iii) amend any term of the Private Placement
Warrants, including, but not limited to, economic terms or terms regarding transferability; or (iv) amend any terms of the Trust
Account.



 


		15.	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) as to any particular provision, except by a written instrument
executed by all parties hereto.



 








    	 	5	 



     


    

 


		16.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties, except that the Sponsor may assign its rights, interests and obligations hereunder to any affiliate
of the Sponsor. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Company, the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.



 


		17.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.



 


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



 


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



 


		20.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter
Agreement shall be brought and enforced in the courts of Wilmington, in the State of Delaware, and irrevocably submit to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.



 


		21.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile or e-mail transmission.



 


		22.	This Letter Agreement shall terminate on the earlier of
(i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided further that paragraph 5 of
this Letter Agreement shall survive such liquidation; provided, however, that this Letter Agreement shall earlier terminate in the event
that the Public Offering is not consummated and closed by [•], 2021.






 








    	 	6	 



     


    

 


	 	Sincerely,
	 	 
	 	INTELLIGENT MEDICINE SPONSOR LLC
	 	 
	 	By:	 
	 	 	Name:	Gregory C. Simon
	 	 	Title:	Manager


 


[Signature
Page to Letter Agreement]


 






    	 	 	 



     


    

 	 	 	 	 	 
	 	 	 	 	Gregory C. Simon
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Jack D. Hidary
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Joseph L. Schocken
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Patience Marime-Ball
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Kavita Patel
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Samir N. Khleif, MD
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Geoffrey S. Ling, M.D., Ph.D.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	William A. Haseltine, PhD
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Llew Keltner, MD, PhD
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Jonathan J. Fleming
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Peter S. Knight
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Sue Siegel
	 	 	 	 	 
		 	 
	 	 	Usama Fayyad
	 	 	 
	Acknowledged and Agreed:	 	 
	 	 	 
	INTELLIGENT MEDICINE ACQUISITION CORP.	 	 
	 	 	 
	By:	 	 	 
	 	Name: 	Gregory C. Simon	 	 
	 	Title: 	Chief Executive Officer and Chief Financial Officer	 	 



 


[Signature
Page to Letter Agreement]