Exhibit 10.1
SECOND AMENDMENT TO FORWARD PURCHASE AGREEMENT
This Second Amendment to Forward Purchase Agreement (this “Second Amendment”), dated as of November 14, 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).
RECITALS
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 the First Amendment to the Forward Purchase Agreement, dated June 21, 2021 among the parties hereto (the “First Amendment”), the Company, Oz Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Pear Therapeutics, Inc., a Delaware corporation (“Pear”), entered into a Business Combination Agreement, dated as of June 21, 2021 (the “Business Combination Agreement”), pursuant to which the Company will complete its initial Business Combination; and
WHEREAS, the parties hereto desire to amend the Forward Purchase Agreement effective as of the date hereof 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 Second 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. Section 1(a) of the Forward Purchase Agreement shall be deleted in its entirety and replaced with the following:
“(a) Forward Purchase Shares.
(i) Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, such number of Forward Purchase Shares for a purchase price of $10.00 per Forward Purchase Share (the “Forward Purchase Price”) equal to the sum of (A) 2,300,000 (the “Original Commitment”), (B) 2,700,000, subject to the Cutback (as defined below), and (C) any amounts required to ensure that the aggregate proceeds from the (i) PIPE Investors (as defined in the Business Combination Agreement), including, for the avoidance of doubt, any additional PIPE Financing provided by the PIPE Investors after the date hereof (“Additional PIPE Financing”), (ii) Trust Account, and (iii) Forward Purchase Shares (the “Aggregate Gross Proceeds”) is at least $175 million (the “Cash Threshold”) (the Forward Purchase Shares pursuant to clauses (B) and (C), the “Backstop Commitment” and, together with the Original Commitment, the “Commitment”); provided that, notwithstanding the Cash Threshold, under no circumstances shall the Backstop Commitment exceed 5,000,000 shares.
