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”).
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”);
LOCKUP AGREEMENTLockup Agreement • July 19th, 2021 • Omnichannel Acquisition Corp. • Blank checks • 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).
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
FORM OF DIRECTOR NOMINATION AGREEMENTForm of Director 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).
