EX-10.13




 Exhibit 10.13 

Rollover Option 

INCENTIVE STOCK OPTION AGREEMENT 

UNDER THE PEAR THERAPEUTICS, INC. 

2021 STOCK OPTION AND INCENTIVE PLAN 

This option is being granted, in accordance with Treasury Regulation 1.424-1, in substitution for an option
granted on [_______] for [______] shares of common stock of Pear Therapeutics, Inc. under the Pear Therapeutics, Inc. 2013 Stock Incentive Plan (the “Original Option”). 

 

			
	Name of Optionee:	  	                                      
                                  
		
	No. of Option Shares:	  	                                      
  
		
	Option Exercise Price per Share:	  	$                                      

		
	Grant Date:	  	Grant Date of Original Option
		
	Expiration Date:	  	Expiration Date of Original Option

 Pursuant to the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan as amended through the date
hereof (the “Plan”), Pear Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the
number of shares of Class A Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the
Plan. This Option is being granted in substitution for the Original Option and replaces in its entirety the Original Option, and the Original Option shall be of no further force or effect. In the event that any term herein would
be deemed a modification of the Original Option pursuant to Treasury Regulation 1.424-1, such term shall not be applicable to this Option. 

1. Vesting Schedule. No portion of this Stock Option may be exercised until such portion shall have vested. This Stock Option
shall be vested and/or shall continue to vest in accordance with the vesting schedule of the Original Option. Once vested and exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business
on the Expiration Date, subject to the provisions hereof and of the Plan. 
 2. Manner of Exercise. 

(a) From time to time on or prior to the Expiration Date of this Stock Option, the Optionee may exercise this Stock Option by giving written
notice to the Administrator of the Optionee’s election to purchase some or all of the Option Shares exercisable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. 

Payment of the Option Exercise Price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified
or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as 











 
may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to pay the Option Exercise Price, provided that in the event the Optionee chooses to pay the Option Exercise Price as so provided, the Optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) with the consent of the Administrator, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the Option Exercise Price (and the Optionee shall make a
cash payment equal to the difference between the Fair Market Value of such shares and the Option Exercise Price); or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. 

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the
Company’s receipt from the Optionee of the full Option Exercise Price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws,
and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any
subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the Option Exercise Price by previously-owned shares of Stock through the attestation method, the number of
shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to. 
 (b) The shares
of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect
to such shares of Stock. 
 (c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be
exercisable after the Expiration Date hereof. 
 3. Termination of Service Relationship. If the Optionee’s Service
Relationship is terminated, the period within which to exercise this Stock Option following such termination will be as set forth in the Original Option. The Administrator’s determination of the reason for termination of the
Optionee’s Service Relationship shall be conclusive and binding on the Optionee and the Optionee’s representatives or legatees. 

4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all
the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. In the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail. Capitalized terms in
this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. 

  
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 5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s
lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee. 
 6. Status of the Stock
Option. This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this
Stock Option qualifies as such. To the extent any portion of this Stock Option does not so qualify as an “incentive stock option,” including as a result of exceeding the “$100,000 limit” described in Section 5(f) of the
Plan, such portion shall be deemed to be a non-qualified stock option. The Optionee should consult with the Optionee’s own tax advisors regarding the tax effects of this Stock Option and the requirements
necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements and that this Stock Option must be exercised within three months after termination of employment as an
employee (or 12 months in the case of death or Disability) to qualify as an “incentive stock option.” If the Optionee disposes of any Option Shares (whether by sale, gift, transfer or otherwise) within the
one-year period beginning on the date after the transfer of such shares to the Optionee, or within the two-year period beginning on the day after the Grant Date of this
Stock Option, the Optionee must notify the Company within 30 days of such disposition. 
 7. Tax Withholding. To the extent that any
portion of this Stock Option does not qualify as an incentive stock option at the time of exercise, the Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes,
pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required
tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due;
or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Optionee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Optionee
on account of such transfer. 
 8. No Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the Optionee in a Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any
Subsidiary to terminate the Optionee’s Service Relationship at any time. 
 9. Integration. This Agreement (including the terms
of the Original Option incorporated herein) constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter. 

10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number,
home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee
(i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant


  
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Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any
jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or
delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	 PEAR THERAPEUTICS, INC.

		
	 By:
	 	 
		 	 Title:



 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable. 
  

							
	 Dated:
	 	 	 		 	 
		 		 		 	 Optionee’s Signature

				
	  
	 	  
	 		 	 Optionee’s name and address:

				
		 		 		 	 
				
		 		 		 	 
				
		 		 		 	 


  
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