Exhibit 10.5


 


WARRANT
PURCHASE AGREEMENT


 


THIS WARRANT PURCHASE AGREEMENT (as it may from
time to time be amended, this “Agreement”),
dated as of [•], 2021, is entered into by and among Intelligent Medicine Acquisition Corp., a Delaware corporation (the “Company”),
and Cantor Fitzgerald & Co. (the “Purchaser”).


 


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


 


WHEREAS, the Purchaser has agreed to purchase,
at a price of $1.00 per warrant, an aggregate of 750,000 warrants (and up to 862,500 additional warrants if the underwriters in the
Public Offering exercise their over-allotment option in full) (the “Private Placement Warrants”), each Private Placement
Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


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


 


AGREEMENT


 


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


 


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


 


B. Purchase and Sale of the Private
Placement Warrants.


 


(i) On the date of the consummation
of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, 750,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price
of $750,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available
funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the date that the SEC declares
the Registration Statement effective. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer
of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement
Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


(ii) On the date of the closing of
the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by
the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date
(if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, up to 112,500 Private Placement Warrants (or, to the extent the over-allotment option is not exercised
in full, a lesser number of Private Placement Warrants in proportion to portion of the over-allotment option that is exercised) at a price
of $1.00 per warrant for an aggregate purchase price of up to $112,500 (the “Over-allotment Purchase Price”). The Purchaser
shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds in accordance with the Company’s wiring
instructions, at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the
payment by the Purchaser of the Over-allotment Purchase Price, by wire transfer of immediately available funds to the Company, the Company,
at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s
name to the Purchaser or effect such delivery in book-entry form.


 






    


     


    




 


C. Terms of the Private Placement
Warrants.


 


(i) Each Private Placement Warrant
shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public
Offering (the “Warrant Agreement”), and shall be subject to the terms of a letter agreement to be entered into by the
Company, the Purchaser and the other parties thereto, in connection with the Public Offering.


 


(ii) At the time of, or prior to,
the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration
and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating
to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


(iii) The Purchaser acknowledges and agree that the Private Placement Warrants 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 of the IPO, subject
to FINRA Rule 5110(e)(2)(B). The Private Placement Warrants and their component parts and the related registration rights may not
be sold, transferred, assigned, pledged or hypothecated or 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 during the foregoing 180 day period following the effective
date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the officers
or partners, registered persons or affiliates of the undersigned and of any such participating underwriter or selected dealer participating
in the Public Offering.  Additionally, the Private Placement Warrants may not be exercised more than five years from the commencement
of sales of the IPO in compliance with FINRA Rule 5110(g)(8)(A).


 


(iv) The obligation of the Purchaser to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction
of the conditions set forth in Section 4 of the Underwriting Agreement, dated the date hereof, by and between the Company and Cantor
Fitzgerald & Co., as representative of the underwriters named therein (the “Underwriting Agreement”).


 


Section 2.
Representations and Warranties of the Company.


 


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


 


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


 


B. Authorization; No Breach.


 


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


 


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


 






    


     


    

 


C. Title to Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of
the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased
by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer
restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the
Purchaser.


 


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


 


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


 


F. Underwriting Agreement.
The representations and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated herein.


 


Section 3.
Representations and Warranties of the Purchaser.


 


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


 


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


 


B. Authorization; No Breach.


 


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


 


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


 


C. Investment Representations.


 


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


 






    


     


    




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


Section 4.
Conditions of the Purchaser’s Obligations.


 


The obligations of the Purchaser to purchase and
pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


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


 


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


 


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


 


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


 


Section 5.
Conditions of the Company’s Obligations.


 


The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


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


 


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


 


C. Corporate Consents. The Company
shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the
Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


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


 


E. Warrant Agreement and Registration
and Stockholder Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration and Stockholder Rights
Agreement, in each case on terms satisfactory to the Company.


 


Section 6.
Termination.


 


This Agreement may be terminated by the Company
or the Purchaser at any time after March 31, 2021 upon written notice to the other party hereto if the closing of the Public Offering
does not occur prior to such date.


 


Section 7.
Survival of Representations and Warranties.


 


All of the representations and warranties contained
herein shall survive each Closing Date.


 






    


     


    

 


Section 8.
Definitions.


 


Terms used but not otherwise defined in this Agreement
shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9.
Miscellaneous.


 


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


 


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


 


C. Counterparts. This Agreement
may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile,
e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.


 


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


 


E. Governing Law. This Agreement
shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with
the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the laws of another jurisdiction.


 


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


 


[Signature page follows]


 



    


     


    







 


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:	 
	 	 	 
	 	 	 
	 	PURCHASER:
	 	Cantor
    Fitzgerald & Co.
	 	By:	               
	 	Name:	 
	 	Title:	 


 


[Signature Page to Warrant Purchase Agreement]