REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2020 • Omnichannel Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [________], 2020, is made and entered into by and among Omnichannel Acquisition Corp., a Delaware corporation (the “Company”) and Omnichannel Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Omnichannel Acquisition Corp. 20,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2020 • Omnichannel Acquisition Corp. • Blank checks • New York
Omnichannel Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms us
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 25th, 2020 • Omnichannel Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 19, 2020 by and between Omnichannel Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 25th, 2020 • Omnichannel Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 19, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Omnichannel Acquisition Corp., a Delaware corporation (the “Company”), and Omnichannel Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2020 • Omnichannel Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 19, 2020, is made and entered into by and among Omnichannel Acquisition Corp., a Delaware corporation (the “Company”) and Omnichannel Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Omnichannel Acquisition Corp.Underwriting Agreement • November 25th, 2020 • Omnichannel Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Omnichannel Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus
INDEMNITY AGREEMENTIndemnification Agreement • November 17th, 2020 • Omnichannel Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [__________], 2020, by and between Omnichannel Acquisition Corp., a Delaware corporation (the “Company”), and [_______] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • November 25th, 2020 • Omnichannel Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 19, 2020, is by and between Omnichannel Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Omnichannel Acquisition Corp. 485 Springfield Avenue #10 Summit, NJ 07901Securities Subscription Agreement • November 17th, 2020 • Omnichannel Acquisition Corp. • Blank checks • Delaware
Omnichannel Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by Omnichannel Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 10,062,500 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 1,312,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2021 • Omnichannel Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 19, 2021, by and among Omnichannel Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 17th, 2020 • Omnichannel Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [______], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Omnichannel Acquisition Corp., a Delaware corporation (the “Company”), and Omnichannel Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG OMNICHANNEL ACQUISITION CORP., Omnichannel Merger Sub, Inc., AND KIN INSURANCE, INC. DATED AS OF July 19, 2021Business Combination Agreement • July 19th, 2021 • Omnichannel Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 19, 2021, is entered into by and among Omnichannel Acquisition Corp., a Delaware corporation (“SPAC”), Omnichannel Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Kin Insurance, Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2021 • Omnichannel Acquisition Corp. • Blank checks • Delaware
WHEREAS, Omnichannel and the Sponsor are party to that certain Registration Rights Agreement, dated as of November 19, 2020 (the “Prior Agreement”);
Amended and Restated AIF AgreementAttorney-in-Fact Agreement • October 7th, 2021 • Omnichannel Acquisition Corp. • Fire, marine & casualty insurance • Florida
This Amended and Restated Attorney-in-Fact Agreement (this “Agreement”) is made effective this 1st day of July, 2021 (the “Effective Date”), by and between Kin Interinsurance Network, a Florida reciprocal insurance exchange (the “KIN”), and Kin Risk Management, LLC, a Florida limited liability company (the “Kin Risk Management”). The offices of Kin Risk Management will be located, together with the principal offices of KIN, at 415 1st Avenue, St Petersburg, Florida 33701, but may be changed upon notice to the subscribers of KIN (each a “Subscriber” and, together, the “Subscribers”) and in compliance with the requirements of the laws of the State of Florida. KIN and Kin Risk Management may each be referred to individually as a “Party” or collectively as the “Parties.”
LOCKUP AGREEMENTLockup Agreement • October 7th, 2021 • Omnichannel Acquisition Corp. • Fire, marine & casualty insurance • Delaware
This Lockup Agreement is dated as of July 19, 2021 and is between Omnichannel Acquisition Corp., a Delaware corporation (the “Company”) and each of the parties identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
TERMINATION OF BUSINESS COMBINATION AGREEMENTTermination Agreement • January 26th, 2022 • Omnichannel Acquisition Corp. • Fire, marine & casualty insurance • Delaware
Termination of Business Combination Agreement, dated as of January 26, 2022 (this “Termination Agreement”) among Omnichannel Acquisition Corp., a Delaware corporation (“Omnichannel”), Omnichannel Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Kin Insurance, Inc., a Delaware corporation (“Kin”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. Omnichannel, Merger Sub and Kin are collectively referred to as the “Parties” and each as a “Party”.
FORM OF TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 19th, 2021 • Omnichannel Acquisition Corp. • Blank checks • Delaware
This Transaction Support Agreement (this “Agreement”), dated as of July 19, 2021, is entered into by and among Omnichannel Acquisition Corp., a Delaware corporation (“Acquiror”), Omnichannel Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), and the stockholder of the Company (as defined below) set forth on the signature page hereto (the “Stockholder”).
July 19, 2021Sponsor Agreement • July 19th, 2021 • Omnichannel Acquisition Corp. • Blank checks • New York
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”), by and among Omnichannel Acquisition Corp., a Delaware corporation (“SPAC”), Kin Insurance, Inc., a Delaware corporation (the “Company”), and Omnichannel Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, Merger Sub shall be merged with and into the Company (the “Merger” and together with the other transactions contemplated by the Business Combination Agreement the “Business Combination”), and hereby amends and restates in its entirety that certain letter, dated November 19, 2020, from, Omnichannel Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is a member of SPAC’s board of directors and/or management team
OMNICHANNEL ACQUISITION CORP. Summit, NJ 07901Administrative Services Agreement • November 25th, 2020 • Omnichannel Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Omnichannel Acquisition Corp. (the “Company”) and Omnichannel Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 19th, 2021 • Omnichannel Acquisition Corp. • Blank checks • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [___], 2021 (the “Effective Time”), by and between Kin Insurance, Inc. (formerly known as Omnichannel Acquisition Corp.), a Delaware corporation (the “Company”), and Omnichannel Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Business Combination Agreement (as defined below).
OMNICHANNEL ACQUISITION CORP. Summit, NJ 07901Administrative Services Agreement • November 17th, 2020 • Omnichannel Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Omnichannel Acquisition Corp. (the “Company”) and Omnichannel Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDED AND RESTATED AGENCY AUTHORIZATION AND APPOINTMENT AGREEMENTAgency Authorization and Appointment Agreement • October 7th, 2021 • Omnichannel Acquisition Corp. • Fire, marine & casualty insurance
This Amended and Restated Agency Agreement (the “Agreement”), effective as of July 1, 2021 (the “Original Effective Date”), is by and between Kin Risk Management, LLC, a Florida limited liability company, as attorney-in-fact for Kin Interinsurance Network, a reciprocal insurance exchange organized under the laws of Florida (collectively, “Company”), and Kin Insurance Network Distributor, LLC, a Delaware limited liability company, a licensed insurance agency (the “Agency”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among KIN INSURANCE, INC., KIN RISK MANAGEMENT, LLC, KIN MGA, LLC, as Borrowers THE OTHER BORROWERS PARTY HERETO FROM TIME TO TIME, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, GUGGENHEIM LIFE...Loan and Security Agreement • October 7th, 2021 • Omnichannel Acquisition Corp. • Fire, marine & casualty insurance
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of June 25, 2021 among KIN INSURANCE, INC., a Delaware corporation (“KIN”), KIN RISK MANAGEMENT, LLC, a Florida limited liability company (“AIF”), KIN MGA, LLC a Delaware limited liability company (“MGA”; together with KIN and AIF, along with any other Person joined hereto as a Borrower, each, a “Borrower” and collectively, the “Borrowers”), each Parent Guarantor (if any) and each Subsidiary Guarantor from time to time party hereto (each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”) and GUGGENHEIM LIFE AND ANNUITY COMPANY, a Delaware corporation, as agent for the Lenders (in such capacity, “Agent”).
