SPONSOR SUPPORT AGREEMENT
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).
WHEREAS, as of the date hereof, the Sponsors collectively are the holders of record and the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of 6,900,000 THMA Class B Shares in the aggregate and 5,013,333 warrants, with each whole warrant exercisable for one THMA Class A Share (the THMA Warrants) as set forth on Schedule I attached hereto;
WHEREAS, immediately prior to the execution and delivery of this Sponsor Agreement, THMA, Oz Merger Sub Inc., a Delaware corporation and a direct wholly-owned Subsidiary of THMA (Merger Sub), and the Company entered into a Business Combination Agreement (as amended or modified from time to time, the Business Combination Agreement), dated as of the date hereof, pursuant to which, among other transactions, Merger Sub was merged with and into the Company, with the Company continuing on as the surviving entity and a direct wholly-owned Subsidiary of THMA, on the terms and conditions set forth therein; and
WHEREAS, in connection with, and as an inducement to, THMA and the Company entering into the Business Combination Agreement and consummating the transactions contemplated therein, the parties hereto desire to agree to certain matters as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
SPONSOR SUPPORT AGREEMENT; COVENANTS
Section 1.1 Binding Effect of Business Combination Agreement. Each Sponsor hereby acknowledges that it has read the Business Combination Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 6.4 (Public Announcements) and 6.6 (Exclusive Dealing) of the Business Combination Agreement (and any relevant definitions contained in any