FIRST AMENDMENT TO FORWARD PURCHASE AGREEMENT
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).
WHEREAS, the Company and the Purchaser are party to that certain Forward Purchase Agreement, dated as of February 1, 2021 (the Forward Purchase Agreement);
WHEREAS, concurrently with the execution of this Amendment, the Company, Oz Merger Sub, Inc., a Delaware corporation (Merger Sub), and Pear Therapeutics, Inc., a Delaware corporation (Pear), are entering into a Business Combination Agreement, dated as of the date hereof (the Business Combination Agreement), pursuant to which the Company will complete its initial Business Combination; and
WHEREAS, in connection with the execution and delivery of the Business Combination Agreement and the transactions contemplated thereby, the Company and the Purchaser desire to amend the Forward Purchase Agreement effective as of immediately prior to the Closing (as defined in the Business Combination Agreement) to (i) eliminate one-third of one warrant to purchase one Class A Share from each of the Forward Purchase Units (as defined in the Forward Purchase Agreement) to be purchased and sold pursuant to the Forward Purchase Agreement and (ii) to modify the number of Class A Shares (as defined in the Forward Purchase Agreement) to be purchased and sold pursuant to the Forward Purchase Agreement.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, effective as of immediately prior to the Closing and subject to occurrence of the Closing immediately thereafter, the Forward Purchase Agreement will be amended pursuant to Section 9(l) thereof as follows:
1. The fifth WHEREAS clause of the Forward Purchase Agreement shall be deleted in its entirety and replaced with the following:
WHEREAS, the parties wish to enter into this Agreement, pursuant to which concurrently with the closing of the Companys initial Business Combination (the Business Combination Closing), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, on a private placement basis, such number of Class A Shares (the Forward Purchase Shares) as determined in accordance with the terms and subject to the conditions of this Agreement, with each Forward Purchase Share consisting of one Class A Share, for $10.00 per Forward Purchase Share;