EX-10.11




 Exhibit 10.11 

RESTRICTED STOCK AWARD AGREEMENT 

UNDER THE PEAR THERAPEUTICS, INC. 

2021 STOCK OPTION AND INCENTIVE PLAN 
  

							
	Name of Grantee:	  	 	  	 	  	
				
	No. of Shares:	  	 	  		  	
				
	Grant Date:	  	 	  		  	

 Pursuant to the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the “Plan”) as amended
through the date hereof, Pear Therapeutics, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of
Class A Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. 

1. Award. The shares of Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry
form, and the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights,
subject, however, to the restrictions and conditions specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a copy of this Award Agreement and (ii) deliver to the Company a stock power endorsed in blank.

 2. Restrictions and Conditions. 

(a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in
its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. 
 (b) Shares of
Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. 

(c) If the Grantee’s Service Relationship (as defined in the Plan) is voluntarily or involuntarily terminated for any reason (including
death) prior to vesting of shares of Restricted Stock granted herein, all unvested shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. 

3. Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date
or Dates specified in the following schedule, and in the amounts set forth on such schedule, so long as the Grantee remains in a Service Relationship on such Dates. 
  

					
	 Number of Shares Vested
	 	Vesting Date	 
	 _____________ (___%)
	 	 	                	 
	 _____________ (___%)
	 	 	                	 
	 _____________ (___%)
	 	 	                	 
	 _____________ (___%)
	 	 	                	 












 The shares of Stock that have vested pursuant to the above schedule shall no longer be
deemed Restricted Stock. 
 4. Dividends. Dividends on shares of Restricted Stock shall be paid currently to the Grantee. 

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award 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. 
 6. Transferability. This
Agreement is personal to the Grantee, 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. 

7. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award 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. Except in the case where an
election is made pursuant to Paragraph 8 below, 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 or released by the
transfer agent 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 or released to the Grantee,
the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Grantee on account of such transfer. 

8. Election Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days
following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, the Grantee agrees to provide a copy
of the election to the Company. The Grantee understands that it will be the Grantee’s obligation to satisfy the tax withholding obligation set forth at Section 7 above upon the making of such an elections, and acknowledges that the Grantee
is responsible for obtaining the advice of a personal tax advisor with regard to such Section 83(b) election and that the Grantee is relying solely on such advisor and not on any statements or representations of the Company or any of its agents
with regard to such election. 
 9. 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 Grantee 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 Grantee’s Service Relationship with the Company or a Subsidiary at any time. 
 10. Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. 

  
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 11. 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 Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the
Relevant 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 Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 

12. 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 Grantee 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 Grantee (including through an online acceptance process) is acceptable. 
  

									
		 		 		 	
					
	 Dated:
	 	 	 		 		 	 
		 		 		 		 	 Grantee’s Signature

					
		 		 		 		 	 Grantee’s name and address:

					
		 		 		 		 	 
					
		 		 		 		 	 
					
		 		 		 		 	 


  
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