UNDERWRITING AGREEMENT between INTELLIGENT MEDICINE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: November 4, 2021 INTELLIGENT MEDICINE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2021 • Intelligent Medicine Acquisition Corp. • Blank checks • New York
The undersigned, Intelligent Medicine Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
WARRANT AGREEMENTWarrant Agreement • November 10th, 2021 • Intelligent Medicine Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 4, 2021, is by and between Intelligent Medicine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 10th, 2021 • Intelligent Medicine Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 4, 2021, by and between Intelligent Medicine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Intelligent Medicine Acquisition Corp. 9001 Burdette Rd. Bethesda, MD 20817 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 10th, 2021 • Intelligent Medicine Acquisition Corp. • Blank checks
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 18,000,000 of the Company’s units (including up to 2,700,000 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 Pub
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 10th, 2021 • Intelligent Medicine Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 2021, is made and entered into by and among Intelligent Medicine Acquisition Corp., a Delaware corporation (the “Company”), Intelligent Medicine Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2021 • Intelligent Medicine Acquisition Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this [•] day of [•], 2021, by and between Intelligent Medicine Acquisition Corp., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 10th, 2021 • Intelligent Medicine Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of November 4, 2021, is entered into by and among Intelligent Medicine Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 26th, 2021 • Intelligent Medicine Acquisition Corp. • Blank checks • New York
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”).
Intelligent Medicine Acquisition Corp. 9001 Burdette Rd. Bethesda, MD 20817Letter Agreement • October 13th, 2021 • Intelligent Medicine Acquisition Corp. • Blank checks
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 Pub
