INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 4th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 1, 2021 by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
24,000,000 Units Thimble Point Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York
Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 24,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2021 • Thimble Point Acquisition Corp. • Services-health services • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 20 and is between Pear Holdings Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2021, is made and entered into by and among Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), LJ10 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • February 4th, 2021 • Thimble Point Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021 by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and ________ (“Indemnitee”).
THIMBLE POINT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 1, 2021Warrant Agreement • February 4th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 1, 2021 is by and between Thimble Point 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”).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • January 3rd, 2023 • Pear Therapeutics, Inc. • Services-health services • New York
Pear Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) and Virtu Americas LLC (“Virtu” and, collectively with Wainwright, the “Managers” and each, a “Manager”) as follows:
Thimble Point Acquisition Corp. New Haven, Connecticut 06510Thimble Point Acquisition Corp. • January 15th, 2021 • Blank checks • Delaware
Thimble Point Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by LJ10 LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares of Class B common stock of the Company, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Class A common stock of the Company, $0.0001 par value per share (“Class A Common Stock”), and one, or a portion of one, warrant to purchase one share of Class A Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 4th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February 1, 2021, by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and KLP SPAC 1 LLC (the “Purchaser”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2021 • Thimble Point Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into by and among Pear Holdings Corp., a Delaware corporation (the “Company”) (formerly known as Thimble Point Acquisition Corp.), LJ10 LLC, a Delaware limited liability company (the “Sponsor”), KLP SPAC 1 LLC, a Delaware limited liability company (“KLP”), Michael J. Christenson, Meghan M. Fitzgerald and Henry S. Miller (together with Mr. Christenson and Ms. Fitzgerald, the “Director Holders”), Anil Aggarwal, Brian Barth, Michael K. Simon, Michael Tessler and Jarrod Yuster (together with Anil Aggarwal, Brian Barth, Michael K. Simon and Michael Tessler, the “Advisor Holders”), and certain former stockholders of Pear Therapeutics, Inc., a Delaware corporation (“Pear”), set forth on Schedule 1 hereto (such stockholders, the “Pear Holders”, the Sponsor, KLP, the Director Holders, the Advisor Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • February 4th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 1, 2021 (this “Agreement”), is entered into by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and LJ10 LLC, a Delaware limited liability company (the “Purchaser”).
Thimble Point Acquisition Corp. New Haven, Connecticut 06510Thimble Point Acquisition Corp. • February 4th, 2021 • 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 Thimble Point Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third 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 accompani
THIRD AMENDMENT TO CREDIT AGREEMENT AND GUARANTYCredit Agreement • March 29th, 2022 • Pear Therapeutics, Inc. • Services-health services • New York
This Amended and Restated Credit Agreement and Guaranty, dated as of March 25, 2022 (this “Agreement”), by and among (i) Pear Therapeutics, Inc., a Delaware corporation (f/k/a Thimble Point Acquisition Corp.) (“Holdings”), (ii) Pear Therapeutics (US), Inc., a Delaware corporation (f/k/a Pear Therapeutics, Inc.) (the “Borrower”), whose direct parent is Holdings as of the date hereof, (iii) certain Subsidiaries of Holdings that may be required to provide Guarantees from time to time hereunder, (iv) Perceptive Credit Holdings III, LP (the “Closing Date Lender”) and each other lender that may from time to time become a party hereto (each, including the Closing Date Lender, a “Lender” and collectively, the “Lenders”), and (v) Perceptive Credit Holdings III, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 29th, 2022 • Pear Therapeutics, Inc. • Services-health services • New York
The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement, and the Copyright Grantors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern.
201 MISSION SAN FRANCISCO, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-MISSION STREET LIMITED PARTNERSHIP, a Delaware limited partnership (“LANDLORD”) AND PEAR THERAPEUTICS, INC., a Delaware corporation (“TENANT”) SUITE 1450Office Lease Agreement • July 16th, 2021 • Thimble Point Acquisition Corp. • Blank checks • California
THIS OFFICE LEASE AGREEMENT (this “Lease”) is entered into as of April 10, 2018 (the “Effective Date”), by and between CA-MISSION STREET LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and PEAR THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Thimble Point Acquisition Corp. New Haven, CT 06510Letter Agreement • February 4th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Thimble Point Acquisition Corp. (the “Company”) and LJ10 LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
WAIVERWaiver • July 16th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York
This WAIVER, dated as of July 9, 2021 (this “Agreement”), is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as the Majority Lender.
AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • March 29th, 2022 • Pear Therapeutics, Inc. • Services-health services • New York
This AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT, dated as of March 25, 2022 (this “Subordination Agreement”), is entered into by and among Pear Therapeutics, Inc., a Delaware corporation (“Holdings”), Pear Therapeutics (US), Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that are parties hereto, and certain other Subsidiaries of Holdings that may, from time to time in the future, become parties hereto by executing and delivering a joinder agreement in substantially the form of Exhibit A hereto (any such Subsidiary being herein, individually, a “Subsidiary Party” and collectively the “Subsidiary Parties”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, in its capacity as Administrative Agent for the Lenders under the Credit Agreement (as defined below) (in such capacity, together with its successors and assigns, the “Administrative Agent”).
BOSTON, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN GLL 200 STATE STREET, L.P., a Delaware limited partnership (“LANDLORD”) AND PEAR THERAPEUTICS, INC. a Delaware corporation (“TENANT”)Office Lease Agreement • July 16th, 2021 • Thimble Point Acquisition Corp. • Blank checks
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 11th day of May, 2018, by and between GLL 200 STATE STREET, L.P., a Delaware limited partnership (“Landlord”), and PEAR THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • March 29th, 2022 • Pear Therapeutics, Inc. • Services-health services
THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made as of 12/30/2020 (the “Effective Date”) by and between CP 200 STATE LLC, a Delaware limited liability company (“Landlord”), and PEAR THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Management Retention AgreementManagement Retention Agreement • October 6th, 2021 • Thimble Point Acquisition Corp. • Services-health services • Massachusetts
This Management Retention Agreement (“Agreement”) is made as of ______ __, 20___ (the “Effective Date”), between Pear Therapeutics, Inc., a Delaware corporation (the “Company”), with offices at 200 State Street, 13th floor, Boston, MA 02109 and __________ (“You”), currently residing at the address set forth below your signature on this Agreement. Capitalized terms not defined when used are defined in Exhibit A hereto.
Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. FIRST AMENDMENT TO CONTRIBUTION AND...Contribution and License Agreement • October 6th, 2021 • Thimble Point Acquisition Corp. • Services-health services • Delaware
This First Amendment to the Contribution and License Agreement for Pharmaceutical FOU (this “First Amendment’) dated February 28, 2018 is by and between The Invention Science Fund I, L.L.C. (“ISF1”), a Delaware limited liability company, and Pear Therapeutics, Inc. (“Licensee”, and with ISF1, the “Parties”), a Delaware corporation.
BUSINESS COMBINATION AGREEMENT BY AND AMONG THIMBLE POINT ACQUISITION CORP., OZ MERGER SUB, INC., AND PEAR THERAPEUTICS, INC. DATED AS OF JUNE 21, 2021Business Combination Agreement • June 22nd, 2021 • Thimble Point Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of June 21, 2021, is made by and among Thimble Point Acquisition Corp., a Delaware corporation (“THMA”), Oz Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Pear Therapeutics, Inc., a Delaware corporation (the “Company”). THMA, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 22nd, 2021 • Thimble Point Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 21, 2021, by and among LJ10 LLC, a Delaware limited liability company (the “Sponsor Holdco”), the other Persons set forth on Schedule I hereto (the “Other Class B Stockholders”, and together with the Sponsor Holdco, each, a “Sponsor” and, collectively, the “Sponsors”), Thimble Point Acquisition Corp., a Delaware corporation (“THMA”), and Pear Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 23rd, 2021 • Pear Therapeutics, Inc. • Services-health services • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of December 3, 2021 (this “Agreement”), is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as the Majority Lender.
CONSENT, WAIVER AND AMENDMENTParticipation Agreement • July 16th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York
This CONSENT, WAIVER AND AMENDMENT, dated as of November 3, 2020 (this “Consent”), is made by and between PEAR THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as a Lender. Reference is made to the Credit Agreement and Guaranty, dated as of June 30, 2020, among the Borrower, certain Subsidiaries of the Borrower from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent (as subsequently amended, supplemented or otherwise modified, from time to time, including pursuant to this Consent, the “Credit Agreement”). Capitalized terms used herein will have the meanings ascribed thereto as provided in below.
Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. Contribution and License Agreement...Contribution and License Agreement • October 6th, 2021 • Thimble Point Acquisition Corp. • Services-health services • Delaware
This Contribution and License Agreement (“Agreement’) effective on the Closing Date (defined below) by The Invention Science Fund I, L.L.C. (“ISF1”), a Delaware limited liability company, and Pear Therapeutics, Inc. (“Licensee”), a Delaware corporation.
Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted.Separation Agreement • March 31st, 2023 • Pear Therapeutics, Inc. • Services-health services • Massachusetts
The purpose of this letter agreement (“Agreement”) is to confirm the terms of your separation of employment from Pear Therapeutics (US), Inc. (“Pear” or the “Company”), including Pear’s offer to provide you with certain pay and benefits in exchange for your agreeing to the general release of claims and certain other commitments provided for below. This Agreement shall be effective on the eighth (8ᵗʰ) day after the date you sign it (the “Effective Date”), at which time it shall become final and binding on all parties, unless you revoke this Agreement as provided in Section 11(h). You will have until 45 days after the Separation Date to consider whether to sign this Agreement.
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTWork Agreement • July 16th, 2021 • Thimble Point Acquisition Corp. • Blank checks
FORM OF STOCKHOLDER LOCK-UP AGREEMENTLock-Up Agreement • June 22nd, 2021 • Thimble Point Acquisition Corp. • Blank checks • Delaware
THIS STOCKHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2021 by and between (a) Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and (b) the person or entity identified under the heading “Holder” on the signature page hereto (“Holder”). Capitalized terms used but not otherwise defined in this Agreement will have the meanings ascribed to such terms in the Business Combination Agreement, dated as of the date hereof, by and among the Company, Oz Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of THMA, and Pear Therapeutics, Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “Business Combination Agreement”).
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT OF June 28, 2018 University of Virginia Licensing & Ventures Group – Pear Therapeutics (US), Inc.Exclusive License Agreement • March 31st, 2023 • Pear Therapeutics, Inc. • Services-health services
This First Amendment (“First Amendment”) is made effective this [day] day of [month], 2022 (“First Amendment Date”) by and between the University of Virginia Patent Foundation d/b/a University of Virginia Licensing & Ventures Group (“UVA LVG”), a Virginia non-profit corporation having a principal place of business at 722 Preston Avenue, Suite 107, Charlottesville, Virginia 22903, and Pear Therapeutics, Inc. n/k/a Pear Therapeutics (US), Inc., (“Pear”), a Delaware for-profit corporation with offices at 200 State Street, 13th Floor, Boston, MA 02109 (each a “Party”, and collectively the “Parties”).
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • June 22nd, 2021 • Thimble Point Acquisition Corp. • Blank checks • Delaware
This Transaction Support Agreement (this “Agreement”) is dated as of June 21, 2021, by and among Thimble Point Acquisition Corp., a Delaware corporation (“THMA”), [ ], a [ ] (the “Company Stockholder”), and Pear Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
WAIVER, AMENDMENT AND AGREEMENTWaiver, Amendment and Agreement • July 16th, 2021 • Thimble Point Acquisition Corp. • Blank checks • New York
This WAIVER, AMENDMENT AND AGREEMENT, dated as of June 11, 2021 (this “Agreement”), is made by and among PEAR THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as the Majority Lender.
Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. SECOND AMENDED AND RESTATED SOFTWARE...Software License Agreement • October 6th, 2021 • Thimble Point Acquisition Corp. • Services-health services • Delaware
THIS SECOND AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT (the “Agreement”) is made as of July 1, 2021(the “Second Amended and Restated Effective Date”) by and between Pear Therapeutics, Inc. (“Pear”), a Delaware corporation having its principal place of business at 200 State Street, 13th Floor, Boston MA 02109, and Red 5 Group, LLC (“Licensor”), a New York limited liability company, having its principal place of business at 15 Grant Road, Hanover, NH 03755. The definitions appear in Exhibit A attached hereto.
FIRST AMENDMENT TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 22nd, 2021 • Thimble Point Acquisition Corp. • Blank checks
This First Amendment to Forward Purchase Agreement (this “Amendment”), dated as of June 21, 2021, is entered into by and between Thimble Point Acquisition Corp., a Delaware corporation (the “Company”), and KLP SPAC 1 LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined herein shall have the meanings given to them in the Forward Purchase Agreement (as defined below).
