EX-10.5





 Exhibit 10.5 

FORM OF AMENDED AND RESTATED 

REGISTRATION RIGHTS AGREEMENT 

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 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”). This
Agreement will be effective as of the Effective Time (as defined in the Business Combination Agreement) or, in respect of any Holder that executes this Agreement thereafter, at the time of such execution. Any capitalized terms used but not defined
herein will have the meaning ascribed to such term in the Business Combination Agreement. 
 RECITALS 

WHEREAS, the Company, the Sponsor, KLP, the Director Holders and the Advisor Holders are party to that certain Registration Rights
Agreement, dated as of February 1, 2021 (the “Original RRA”); 
 WHEREAS, the Company entered into that
certain Business Combination Agreement, dated as of June 21, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Oz Merger
Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Pear, pursuant to which Merger Sub merged with and into Pear (the “Merger”), with Pear
continuing as the surviving corporation and becoming a direct, wholly-owned subsidiary of the Company; 
 WHEREAS, on the date
hereof, pursuant to the Business Combination Agreement, the Holders received shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”); 

WHEREAS, on the date hereof, pursuant to the Business Combination Agreement, certain Pear Holders received Rollover Options or Assumed
Warrants, as defined in the Business Combination Agreement (“Equity Awards”); 
 WHEREAS, on the date hereof,
KLP and certain investors (such other investors, collectively, the “Third-Party Investor Stockholders”) purchased an aggregate of 12,500,000 shares of Common Stock (the “Investor Shares”) in separate
transactions exempt from registration under the Securities Act pursuant to (i) in the case of KLP, the Forward Purchase Agreement, as amended by the Amendment to Forward Purchase Agreement or (ii) in the case of the Third-Party 












 Investor Stockholders, the respective Subscription Agreements, each dated as of June 21, 2021, entered
into by and between the Company and each of such Third-Party Investor Stockholders (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”); 

WHEREAS, pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or
modified upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority in interest of the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor, the
Director Holders and the Advisor Holders are Holders in the aggregate of all of the Registrable Securities under such Original RRA as of the date hereof; and 

WHEREAS, the Company, the Sponsor, KLP, the Director Holders and the Advisor Holders desire to amend and restate the Original RRA in
its entirety and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement, and terminate the Original RRA. 

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

ARTICLE I 

DEFINITIONS 

1.1    Definitions. The terms defined in this Article I shall, for all purposes of this
Agreement, have the respective meanings set forth below: 
 “Additional Holder” shall have the meaning given in
Section 6.10. 
 “Additional Holder Common Stock” shall have the meaning given in
Section 6.10. 
 “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would be
required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were
not being filed or was not effective and available for use, as the case may be, (c) the Company has a bona fide business purpose for not making such information public and (d) such disclosure (i) would be reasonably likely to have an
adverse impact on the Company, (ii) could reasonably be expected to have a material adverse effect on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar
transaction or (iii) relates to information the accuracy of which has yet to be determined by the Company or which is the subject of an ongoing investigation or inquiry; provided that the Company takes all reasonable action as necessary
to promptly make such determination and conclude such investigation or inquiry. 

  
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 “Agreement” shall have the meaning given in the Preamble hereto.

 “Blackout Period” shall have the meaning given in Section 3.4.2. 

“Block Trade” shall have the meaning given in Section 2.3.1. 

“Board” shall mean the Board of Directors of the Company. 

“Change in Control” means the transfer (whether by tender offer, merger, stock purchase, consolidation or other
similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than
50% of outstanding voting securities of the Company (or surviving entity) or would otherwise have the power to control the board of directors of the Company or to direct the operations of the Company. 

“Closing” shall have the meaning given in the Business Combination Agreement. 

“Closing Date” shall have the meaning given in the Business Combination Agreement. 

“Commission” shall mean the Securities and Exchange Commission. 

“Common Stock” shall have the meaning given in the Recitals hereto. 

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by
recapitalization, merger, consolidation, spin-off, reorganization or similar transaction. 

“Competing Registration Rights” shall have the meaning given in Section 6.7. 

“Demanding Holder” shall have the meaning given in Section 2.1.4. 

“Director Holders” shall have the meaning given in the Preamble hereto. 

“Equity Awards” shall have the meaning given in the Recitals hereto. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. 

“Form S-1 Shelf” shall have the meaning given in
Section 2.1.1. 
 “Form S-3 Shelf” shall have the
meaning given in Section 2.1.1. 
 “Holder Information” shall have the meaning given in
Section 4.1.2. 
 “Holders” shall have the meaning given in the Preamble hereto, for so
long as such person or entity holds any Registrable Securities. 

  
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 “Investor Shares” shall have the meaning given in the Recitals
hereto. 
 “Joinder” shall have the meaning given in Section 6.10. 

“Lock-up” shall have the meaning given in
Section 5.1. 
 “Lock-up Parties” shall mean the
Holders and their respective Permitted Transferees. 
 “Lock-up Period”
shall mean the period beginning on the Closing Date and ending on the date that is 180 days after the Closing Date. 
 “Lock-up Shares” shall mean the shares of Common Stock and any other equity securities convertible into or exercisable or exchangeable for shares of Common Stock held by the Holders immediately following
the Closing or shares of Common Stock issued with respect to or in exchange for Equity Awards on or after the Closing as permitted by this Agreement (other than the Investor Shares or shares of Common Stock acquired in the public market). 

“Maximum Number of Securities” shall have the meaning given in Section 2.1.5. 

“Business Combination Agreement” shall have the meaning given in the Recitals hereto. 

“Merger” shall have the meaning given in the Recitals hereto. 

“Merger Sub” shall have the meaning given in the Recitals hereto. 

“Minimum Takedown Threshold” shall have the meaning given in Section 2.1.4. 

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to
be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading. 

“Original RRA” shall have the meaning given in the Recitals hereto. 

“Other Coordinated Offering” shall have the meaning given in Section 2.3.1. 

“Pear” shall have the meaning given in the Preamble hereto. 

“Pear Holders” shall have the meaning given in the Preamble hereto. 

“Permitted Transferees” shall mean with respect to each Holder and its Permitted Transferees, (a) prior to the
expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up
Period pursuant to Section 5.2 and (b) after the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject
to and in accordance with any applicable agreement between such Holder and/or its Permitted Transferees and the Company and any transferee thereafter. 

“Piggyback Registration” shall have the meaning given in Section 2.2.1. 

  
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 “Prospectus” shall mean the prospectus included in any Registration
Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. 

“Registrable Security” shall mean (a) any outstanding shares of Common Stock and any other equity security
(including shares of Common Stock issued or issuable upon the exercise or conversion of any other equity security) of the Company held by a Holder immediately following the Closing (including any securities distributable pursuant to the Business
Combination Agreement and any Investor Shares), (b) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise or
conversion of any other equity security) of the Company acquired by a Holder following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an
“affiliate” (as defined in Rule 144) of the Company, (c) any Additional Holder Common Stock, and (d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced
in clause (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) (i) such securities shall have
been otherwise transferred (other than to a Permitted Transferee), (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and
subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144
or any successor rule promulgated under the Securities Act (but with no volume, current public information or other restrictions or limitations including as to manner or timing of sale or public information requirement); (E) such securities have
been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 145 promulgated under the Securities Act or any successor rules promulgated under the Securities Act and (F) such securities have been sold to, or
through, a broker, dealer or underwriter in a public distribution or other public securities transaction. 

“Registration” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a
registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. 

“Registration Expenses” shall mean the documented,
out-of-pocket expenses of a Registration, including, without limitation, the following: 

(A)    all registration, listing and filing fees (including fees with respect to filings required to be made with the
Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Common Stock is then listed; 

  
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 (B)    fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities and the fees and expenses of any “qualified independent underwriter” as such term is
defined in FINRA Rule 5121); 
 (C)    printing, messenger, telephone and delivery expenses; 

(D)    fees and disbursements of counsel for the Company; 

(E)    fees and disbursements of all independent registered public accountants of the Company and any other persons,
including special experts, retained by the Company, incurred in connection with such Registration; 
 (F)    all
expenses in connection with the preparation, printing and filing of a Registration Statement, any Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to any Holders, underwriters and dealers and all
expenses incidental to delivery of the Registrable Securities; 
 (G)    the expenses incurred in connection with making
“road show” presentations and holding meetings with potential investors to facilitate the sale of Registrable Securities in an Underwritten Offering; and 

(H)    in an Underwritten Offering, Block Trade or Other Coordinated Offering, reasonable fees and expenses of one
(1) legal counsel selected by the majority-in-interest of the Demanding Holders (not to exceed $50,000 without the consent of the Company). 

“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by
reference in such registration statement. 
 “Requesting Holders” shall have the meaning given in
Section 2.1.4. 
 “Rule 144” shall have the meaning set forth in the definition of
Registrable Security. 
 “Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 

“Shelf” shall mean the Form S-1 Shelf, the Form
S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be. 
 “Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in
effect). 
 “Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a
Registration Statement, including a Piggyback Registration. 

  
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 “Sponsor” shall have the meaning given in the Preamble
hereto. 
 “Subscription Agreement” shall have the meaning given in the Recitals hereto. 

“Subsequent Shelf Registration Statement” shall have the meaning given in Section 2.1.2.

 “Suspension Period” shall have the meaning given in Section 3.4.1. 

“Third-Party Investor Stockholders” shall have the meaning given in the Recitals hereto. 

“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, grant of any
option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of
Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten
Offering and not as part of such dealer’s market-making activities. 
 “Underwritten Offering” shall mean a
Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public. 

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4. 

“Withdrawal Notice” shall have the meaning given in Section 2.1.6. 

ARTICLE II 

REGISTRATIONS AND OFFERINGS 

2.1    Shelf Registration. 

2.1.1    Filing. As soon as practicable following the Closing, but no later than twenty (20) business days
following the Closing Date, the Company shall use reasonable best efforts to submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3
Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of three (3) business days prior to such
submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) sixty (60)
calendar days (or ninety (90) calendar days if the Commission notifies the Company that it will “review” such Shelf Registration) following the initial filing date thereof and (b) ten (10) business says after the Company is
notified (orally or in writing, whichever is earlier) by the Commission that such Shelf Registration will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable


  
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Securities included therein pursuant to any method or combination of methods legally available (the “Plan of Distribution”) to, and requested by, any Holder named therein.
The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective,
available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event
the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration
Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3 Shelf. The Company’s obligation under this
Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4. 

2.1.2    Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason
at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become
effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is
reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a
“Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to the Plan of Distribution. If a Subsequent
Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable
after the filing thereof and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the
provisions of the Securities Act until such time as there are no longer any Registrable Securities. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to
Section 3.4. 
 2.1.3    Additional Registrable Securities. Subject to
Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly cause the resale
of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become
effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional
Registrable Securities to be so covered twice per calendar year for each of the Sponsor, KLP, the Director Holders, the Advisor Holders and the Pear Holders. 

2.1.4    Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time
and from time to time when an effective Shelf is on file with the Commission, KLP, the Sponsor, the Director Holders, the Advisor Holders or a Pear Holder (any such holder, a “Demanding Holder”) may request to sell all or any
portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf or a new Registration Statement if 

  
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such Demanding Holders’ Registrable Securities are not then registered by a Registration Statement filed with the Commission in accordance with Section 2.1.1 or
permitted to be offered in an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 (each, an “Underwritten Shelf Takedown”). All
requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall, within
ten (10) Business Days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter wishes to include all or a portion of such Holder’s Registrable
Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company; provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering
shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, at least $15 million (the
“Minimum Takedown Threshold”), or if the total number of Registrable Securities across the first notice and the responses add up to that Minimum Takedown Threshold. Subject to Section 2.3.4, the
Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks) shall be selected by the majority-in-interest of the
Demanding Holders, subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor, KLP, the Director Holders, the Advisor Holders and the Pear Holders may each demand not more than one
(1) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any six (6) month period, for an aggregate of not more than four (4) Underwritten Shelf Takedowns pursuant to this
Section 2.1.4 in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement,
including a Form S-3, that is then available for such offering. 

2.1.5    Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf
Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any)
in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company
desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other
stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of
success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any
shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, the Demanding Holders that can be sold without exceeding
the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has 

  
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requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten
Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities
that each Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown)
that can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Company or other persons or
entities that the Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities. 

2.1.6    Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus
supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the
right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to
withdraw from such Underwritten Shelf Takedown; provided that the Sponsor or a Pear Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable
Securities proposed to be sold in the Underwritten Shelf Takedown by the Sponsor, the Pear Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand
for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or
(ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the
respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor, a Director Holder or a Pear Holder elects to continue an Underwritten Shelf
Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor, such Director Holder or such Pear Holder, as applicable, for
purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other
than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6. 

2.2    Piggyback Registration. 

2.2.1    Piggyback Rights. Subject to Section 2.3.3, if the Company or any Holder proposes
to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or


  
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convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation,
an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit
plan, (ii) filed on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is
convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) a Block Trade or (vi) an Other Coordinated Offering, then the Company shall give written notice of such proposed offering to all of the
Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the
applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable
Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the
Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback
Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such
registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration
shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. 

2.2.2    Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten
Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other
equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written
contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof,
and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other
than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then: 
 (a)    if the
Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the


  
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Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of
Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold
without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if
any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold
without exceeding the Maximum Number of Securities; 
 (b)    if the Registration or registered offering is pursuant to
a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such
requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable
Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding
the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common
Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable
Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and 
 (c)    if the
Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or
registered offering securities in the priority set forth in Section 2.1.5. 

2.2.3    Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder,
whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon
written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to, as applicable, the effectiveness of the Registration Statement filed with the
Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such
Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the 

  
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result of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with
a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement or abandon the Underwritten Shelf Takedown in connection with a Piggyback Registration at any time
prior to the launch of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in
connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3. 

2.2.4    Unlimited Piggyback Registration Rights. For purposes of clarity, subject to
Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof. 
 2.3    Block Trades; Other Coordinated Offerings2.3.1 . 

2.3.1    Notwithstanding any other provision of this Article II, but subject to
Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder notifies the Company that such Demanding Holder wishes to engage in (a) an underwritten
registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), or (b) an “at the market” or similar registered offering through a broker, sales
agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed $10 million in the aggregate or (y) with
respect to all remaining Registrable Securities held by the Demanding Holder, then the Company shall, as expeditiously as possible, cooperate and effect the offering in such Block Trade or Other Coordinated Offering of the Registrable
Securities for which such Demanding Holder has requested such offering, without giving any effect to any required notice periods or delivery of notices to any other Holders. Any offering conducted as a Block Trade or Other Coordinated Offering will
not count as an Underwritten Shelf Takedown for the purposes of Section 2.1.4. 

2.3.2    Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in
connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a
Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the
contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.3.2. 

2.3.3    Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply
to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement. 

2.3.4    The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the
Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 

  
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 2.3.5    A Demanding Holder in the aggregate may demand no more than two
(2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this
Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof. 

ARTICLE III 
 COMPANY
PROCEDURES 
 3.1    General Procedures. The Company shall use its commercially reasonable efforts to
effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall: 

3.1.1    prepare and file with the Commission, within the time frame required by Section 2.1.1
(to the extent applicable), a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective, until all Registrable
Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or have ceased to be Registrable Securities; 

3.1.2    prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement,
and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least one percent (1%) of the Registrable Securities registered on such Registration Statement, the Sponsor or any Underwriter of Registrable
Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all
Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities; 

3.1.3    prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without
charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such
Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the
Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
provided that the Company shall have no obligation to furnish any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”); 

  
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 3.1.4    prior to any public offering of Registrable Securities, use its
commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of
Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or
qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business
and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it
would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject; 

3.1.5    cause all such Registrable Securities to be listed on each national securities exchange on which similar
securities issued by the Company are then listed; 
 3.1.6    provide a transfer agent or warrant agent, as applicable,
and registrar for all such Registrable Securities no later than the effective date of such Registration Statement; 

3.1.7    advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to
prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 
 3.1.8    at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with
the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to
Section 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

 3.1.9    notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be
delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in
Section 3.4; 
 3.1.10    in the event of an Underwritten Offering, a Block Trade, an Other
Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit a representative of the Holders, the Underwriters
or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to 

  
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such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the
preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or
accountant in connection with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company,
prior to the release or disclosure of any such information; 
 3.1.11    permit a representative of the Holders (such
representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of
the Registration Statement; provided, however, that the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or
supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or
Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to Applicable Law; 

3.1.12    obtain a “comfort” letter (including any necessary “bring-down comfort letter” as may be
required or requested by any Underwriter on the date any Underwriter on the date any Registrable Securities are delivered for sale pursuant to Registration) from the Company’s independent registered public accountants in the event of an
Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or
representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters for a
transaction of its type as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders; 

3.1.13    in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker,
placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, to the extent customary for a transaction of its type, obtain an opinion, dated such date, of
counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the
Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

 3.1.14    in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a
broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker,
placement agent or sales agent of such offering or sale; 

  
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 3.1.15    make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect); 

3.1.16    with respect to an Underwritten Offering pursuant to Section 2.1.4, use its
commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and 

3.1.17    otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be
requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration. 
 Notwithstanding the foregoing,
the Company shall not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter, broker, sales agent or placement agent has not then been named with respect to the applicable
Underwritten Offering or other offering involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable. 

3.2    Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is
acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other
than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders. 

3.3    Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this
Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company
determines, based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues thereafter to withhold such information. In addition, no
person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such
person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney,
indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement
arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such
Registration. 

  
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 3.4    Suspension of Sales; Adverse Disclosure; Restrictions
on Registration Rights. 
 3.4.1    Upon receipt of written notice from the Company that a Registration Statement or
Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue offers and sales of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that
the Company hereby covenants to promptly prepare and file such supplement or amendment), or until it is advised in writing by the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”).

 3.4.2    Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of
a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure or (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the
Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the
filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (any such period, a “Blackout
Period”). In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus
relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain
the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.2. 

3.4.3    Subject to Section 3.4.4, (a) during the period starting with the date sixty
(60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company
continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders
have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay
any other registered offering pursuant to Section 2.1.4 or 2.3. 

3.4.4    Notwithstanding anything to the contrary in Section 3.4.1,
Section 3.4.2 or Section 3.4.3, the rights to effect a Suspension Period or Blackout Period or to delay or suspend any registered offering pursuant to Section 3.4.3 shall
be exercised by the Company, in the aggregate, for not more than ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve (12)-month period. 

3.5    Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times
while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to Sections 13(a) or 

  
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15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission
pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request,
all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the
Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 

ARTICLE IV 

INDEMNIFICATION AND CONTRIBUTION 

4.1    Indemnification. 

4.1.1    The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its
officers, directors and agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and
out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of
material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company
shall indemnify the Underwriters, their officers and directors and each person or entity to controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of
the Holder. 
 4.1.2    In connection with any Registration Statement in which a Holder of Registrable Securities is
participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the
“Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the meaning of the Securities Act) against
all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting
from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information
or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to 

  
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and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the
Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company. 

4.1.3    Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure
has not materially prejudiced the indemnifying party) and (ii) unless a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent
shall not be unreasonably withheld). Any indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the
indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or
which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation. 
 4.1.4    The indemnification provided for
under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the
transfer of securities. 
 4.1.5    If the indemnification provided under Section 4.1 from the
indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses
referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party,
and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this
Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving 

  
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rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in
Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such
party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any
other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation. 

ARTICLE V 
 LOCK-UP 
 5.1    Lock-up. Except as permitted by
Section 5.2, each Lock-up Party agrees that it shall not Transfer any Lock-up Shares, prior to the end of the
Lock-up Period (the “Lock-up”). Notwithstanding the foregoing, the provisions of this Section 5.1 shall not apply to:
(a) transactions relating to shares of Common Stock acquired in open market transactions; (b) Transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift or
charitable contribution; (c) Transfers of shares of Common Stock to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or
any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin; (d) Transfers by will or intestate succession upon the death of the undersigned; (e) the Transfer of shares of
Common Stock pursuant to a qualified domestic order, court order or in connection with a divorce settlement; (f) if the Lock-up Party is a corporation, partnership (whether general, limited or otherwise),
limited liability company, trust or other business entity, (i) Transfers to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management
with the Lock-up Party, or (ii) distributions or distributions of shares of Common Stock to partners, direct or indirect limited liability company members or stockholders of the Lock-up Party, including, for the avoidance of doubt, where the Lock-up Party is a partnership, to its general partner or a successor partnership or fund, or any other funds
managed by such partnership; (g) if the Holder is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (h) Transfers to a nominee or custodian of a person or entity to whom a
disposition or Transfer would be permissible under Sections 5.1(a) through 5.2(g); (i) Transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a
Change in Control of the Company (provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Common Stock subject to this Agreement shall remain
subject to this Agreement); (j) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act (provided, however, that such plan does not provide for the Transfer
of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock during the Lock-Up Period); (k) Transfers of shares of Common Stock to the Company in connection with the
repurchase of the undersigned’s shares in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company; (l) Transfers of shares of Common Stock


  
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to the Company in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Common Stock;
(m) Transfers to the Company through the exercise of a stock option granted under a stock incentive plan or stock purchase plan or a warrant, and the receipt by the Lock-up Holder from the Company of
shares of Common Stock upon any such exercise, insofar as such option or warrant expires during the Lock-Up Period; or (n) in connection with the entry into a pledge or post as collateral of Lock-up Shares as collateral in connection with a bona fide loan transaction; provided that the Lock-up Shares encumbered or pledged in connection with such a loan remain
subject to this Agreement; and provided further that prior to entering into the collateral agreement or similar agreement in connection with the loan transaction, each pledgee shall execute and deliver to the Company a
lock-up agreement in the form of this Agreement to take effect in the event that the pledgee takes possession of the Lock-up Shares as a result of a foreclosure, margin
call or similar disposition; ; provided that, in each case of clauses (a)-(n), the underlying shares shall continue to be subject to the restrictions on Transfer set forth in this Agreement; provided, further, that in the case
of any Transfer pursuant to Sections 5.2(b) through 5.2(g), each donee, distribute, pledgee or other transferee shall agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this
Agreement. 
 5.2    Permitted Transferees. Notwithstanding the provisions set forth in
Section 5.1, each Lock-up Party may Transfer the Lock-up Shares during the Lock-up Period (a) to
(i) any direct or indirect partners, members or equity holders of such Lock-up Party, or any related investment funds or vehicles controlled or managed by such persons or entities or (ii) any other Lock-up Party or any direct or indirect partners, members or equity holders of such other Lock-up Party, any affiliates of such other
Lock-up Party or any related investment funds or vehicles controlled or managed by such persons or entities, (b) in the case of an individual, by gift to a member of the individual’s immediate family
or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization, (c) in the case of an individual, by virtue of laws of descent and
distribution upon death of the individual, (d) in the case of an individual, pursuant to a qualified domestic relations order, (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust,
(f) to the partners, members or equity holders of such Lock-up Party by virtue of the Lock-up Party’s organizational documents, as amended, upon dissolution of
the Lock-up Party, (g) to the Company or (h) in connection with a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee
thereof or other similar transaction involving a Change in Control of the Company which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to
the Closing Date. The parties acknowledge and agree that any Permitted Transferee of a Lock-up Party shall be subject to the transfer restrictions set forth in this ARTICLE V with respect to the Lock-up Shares upon and after acquiring such Lock-up Shares. 

5.3    Miscellaneous Provisions Relating to Transfers. 

5.3.1    Legend. In addition to any legends required by Applicable Law, each certificate representing Common Stock
shall bear a legend substantially in the following form: 
 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
REGISTRATION RIGHTS AGREEMENT (A COPY OF WHICH IS ON 

  
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FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT.” 
 5.3.2    Prior Notice. At least three
(3) Business Days of prior notice shall be given to the Company by the transferor of any Common Stock that is subject to a Lock-up Period but the Transfer of which is permitted by
Section 5.2. Prior to the consummation of any such permitted Transfer, or prior to any Transfer pursuant to which rights and obligations of the transferor under this Agreement are assigned in accordance with the terms of
this Agreement, the transferring Holder shall cause the transferee to agree to be bound by the terms and conditions of this Agreement and shall provide any documents required by the transfer agent for the Common Stock to consummate such Transfer.
Upon any Transfer by any Holder of any of its Common Stock, in accordance with the terms of this Agreement and which is made in conjunction with the assignment of such Holder’s rights and obligations hereunder, the transferee thereof shall be
substituted for, and shall assume all the rights and obligations under this Agreement, of the transferor thereof. 

5.3.3    Compliance with Laws. Notwithstanding any other provision of this Agreement, each Holder agrees that it
will not, directly or indirectly, Transfer any of its Common Stock except as permitted under the Securities Act and other applicable federal or state securities laws. 

5.3.4    Null and Void. Any attempt to Transfer any Common Stock that is not in compliance with this Agreement
shall be null and void ab initio, and Company shall not, and shall cause any transfer agent not to, give any effect in Company’s stock records to such attempted Transfer and the purported transferee in any such purported Transfer shall not be
treated as the owner of such Common Stock for any purposes of this Agreement. 
 5.3.5    Removal of Legends. If
requested by a Holder, Company shall use commercially reasonable efforts to (i) cause the removal of any restrictive legend related to compliance with the federal securities laws set forth on the certificates (or, in the case of book-entry
shares, any other instrument or record) representing such Holder’s and/or its affiliates’ or permitted transferee’s ownership of Common Stock not subject to Article V hereof, (ii) cause its legal counsel to deliver an
opinion, if necessary or otherwise required by the transfer agent, to the transfer agent in connection with the instruction under subclause (i) to the effect that removal of such legends in such circumstances may be effected in compliance under
the Securities Act and (iii) issue a certificate or book entry representing such shares of Common Stock (or evidence of the issuance of such shares of Common Stock in book-entry form) that is free from all restrictive legends through The
Depository Trust Company, at the Holder’s option, within three (3) business days of such request, if the Holder has sold or transferred, or proposes to sell or transfer within five (5) business days of such request, shares pursuant to
the Registration Statement or in compliance with Rule 144 and (A) the shares are registered for resale under the Securities Act or (B) the shares may be sold by the Holder under Rule 144. The Company’s obligation to remove legends
under this Section 5.3.5 may be conditioned upon the Holder providing such representations and documentation as are reasonably necessary and customarily required in connection with the removal of restrictive legends. 

  
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 ARTICLE VI 

MISCELLANEOUS 

6.1    Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit
in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or
(iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case
of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the
delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: [●], [●], Attn:
[●] or by email: [●], and, if to any Holder, at such Holder’s address, electronic mail address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and
from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1. 

6.2    Assignment; No Third Party Beneficiaries. 

6.2.1    This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by
the Company in whole or in part. 
 6.2.2    Subject to Section 6.2.4 and
Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities;
provided that with respect to the Sponsor, the Director Holders and the Pear Holders, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except that (i) the Sponsor shall be
permitted to transfer its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor, (ii) each of the Director Holders shall be permitted to transfer its rights
hereunder as the Director Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Director Holder (it being understood that no such transfer shall reduce or multiply any rights of such Director Holder
or such transferees and (iii) each of the Pear Holders shall be permitted to transfer its rights hereunder as the Pear Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Pear Holder (it being
understood that no such transfer shall reduce or multiply any rights of such Pear Holder or such transferees). 

6.2.3    This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the
parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 

6.2.4    This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto,
other than as expressly set forth in this Agreement and Section 6.2. 

  
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 6.2.5    No assignment by any party hereto of such party’s rights,
duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the
written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the
joinder in the form of Exhibit A attached hereto). Any transfer or assignment of this Agreement or any rights, duties or obligations hereunder made other than as provided in this Section 6.2 shall be null and void ab
initio. 
 6.3    Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or
PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. 

6.4    Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES
HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (2) THE EXCLUSIVE VENUE FOR
ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE THE CHANCERY COURT OF THE STATE OF DELAWARE OR, IF FOR ANY REASON THE CHANCERY COURT OF THE STATE OF DELAWARE LACKS SUBJECT MATTER JURISDICTION, ANY FEDERAL COURT IN THE STATE OF DELAWARE AND,
IN EACH CASE, ANY DIRECT APPELLATE COURTS THEREFROM. 
 6.5    TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 

6.6    Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a
majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor; provided, further, that notwithstanding the foregoing, any amendment hereto or waiver
hereof shall also require the written consent of each Pear Holder so long as such Pear Holder and its respective affiliates hold, in the aggregate, at least one percent (1%) of the outstanding shares of Common Stock of the Company; and
provided, further, that any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other
Holders (in such capacity) shall require the consent of the Holder so affected. No course 

  
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of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement
shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or
remedies hereunder or thereunder by such party. 
 6.7    Other Registration Rights. Other than (x) the Third-Party Investor Stockholders who each have registration rights with respect to their Investor Shares pursuant to their respective Subscription Agreements and (y) the
holders of the Company’s warrants who have registration rights with respect to such warrants pursuant to the Warrant Agreement, dated as of February 1, 2021, by and between the Company and Continental Stock Transfer & Trust
Company, as warrant agent, the Company represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such
securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person or entity. The Company hereby agrees and covenants that it will not grant rights to
register any Common Stock (or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior to those granted to the Holders hereunder without (a) the prior written
consent of (i) the Sponsor, for so long as the Sponsor and its affiliates hold, in the aggregate, Registrable Securities representing at least one percent (1%) of the outstanding shares of Common Stock of the Company, and (ii) each Pear
Holder, for so long as such Pear Holder and its respective affiliates hold, in the aggregate, at least one percent (1%) of the outstanding shares of Common Stock of the Company, or (b) granting economically and legally equivalent rights to the
Holders hereunder such that the Holders shall receive the benefit of such more favorable or senior terms and/or conditions. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or
agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. 

6.8    Term. This Agreement shall terminate on the earlier of (a) the tenth (10th) anniversary of the date of this Agreement and (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of
Section 3.5 and Article IV shall survive any termination. 

6.9    Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total
number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder. 

6.10    Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to
Section 6.2 hereof, subject to the prior written consent of each of the Sponsor and each Pear Holder (in each case, so long as such Pear Holder and its affiliates hold, in the aggregate, Registrable Securities representing
at least one percent (1%) of the outstanding shares of Common Stock of the Company), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement (each such
person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a
“Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this 

  
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Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock then owned, or underlying any rights then owned, by such Additional
Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder
Common Stock. 
 6.11    Severability. It is the desire and intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of
competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or
enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

 6.12    Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and
understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing, the Original RRA shall no longer be of any force or effect. 

6.13    Adjustments. If, and as often as, there are any changes in the Registrable Securities by way of stock
split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required,
so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Registrable Securities as so changed. 

[SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date
first written above. 
  

			
	COMPANY:
	
	 PEAR HOLDINGS CORP.,
 a
Delaware corporation

		
	By:	 	
                     
                                         
                          

		 	Name:
		 	Title:


 
			
	
	HOLDERS:


 
			
	
	 LJ10 LLC,
 a Delaware limited
liability company

		
	By:	 	
                     
                                         
                          

		 	Name:
		 	Title:


 
			
	
	 KLP SPAC 1 LLC,
 a Delaware
limited liability company

		
	By:	 	
                     
                                         
                      

		 	Name:
		 	Title:


 
			
	
	  

	Michael J. Christenson
	
	  

	Meghan M. Fitzgerald
	
	  

	Henry S. Miller



  
 [Signature Page to
Amended and Restated Registration Rights Agreement] 













 
	
	  

	Anil Aggarwal
	
	  

	Brian Barth
	
	  

	Michael K. Simon
	
	  

	Michael Tessler
	
	  

	Jarrod Yuster
	
	  

	Corey McCann
	
	  

	Chris Guiffre
	
	  

	Erin Brenner
	
	  

	Kathy Jeffery
	
	  

	Yuri Maricich
	
	  

	Ronan O’Brien
	
	  

	Julia Strandberg



  
 [Signature Page to
Amended and Restated Registration Rights Agreement] 













 
	
	  

	5AM Ventures IV, L.P.
	
	  

	5AM Opportunities I, L.P.
	
	  

	5AM Co-Investors IV, L.P.
	
	  

	TLS Beta Pte. Ltd.
	
	  

	SVF II AIV-1 (DE) L.P.
	
	  

	Jazz Human Opportunity Performance Fund, L.P
	
	  

	Jazz Human Performance Technology Fund, L.P.



  
 [Signature Page to
Amended and Restated Registration Rights Agreement]