Exhibit 10.1


 


November
19, 2020


Omnichannel
Acquisition Corp.


485
Springfield Avenue #8

Summit, NJ 07901


 


		Re:	Initial
Public Offering



 


Ladies
and Gentlemen:


 


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 (as defined below). The Units will be sold
in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on the New York Stock Exchange.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Omnichannel
Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned individuals, each
of whom is a member of the Company’s board of directors and/or management team (each of the undersigned individuals, an
“Insider” and collectively, the “Insiders”), hereby agrees with the Company
as follows:


 


		1.	As
                                         used herein: (i) “Business Combination” shall mean a merger,
                                         capital stock exchange, asset acquisition, stock purchase, reorganization or similar
                                         business combination, involving the Company and one or more businesses; (ii) “Charter”
                                         shall mean the Company’s amended and restated certificate of incorporation, as
                                         it may be amended from time to time; (iii) “Common Stock” shall
                                         mean the Class A Common Stock and Class B common stock, par value $0.0001 per share (“Class
                                         B Common Stock”); (iv) “Founder Shares” shall
                                         mean the 5,750,000 shares of Class B Common Stock issued and outstanding (up to 750,000
                                         shares of which are subject to complete or partial forfeiture if the over-allotment option
                                         is not exercised by the Underwriters); (v) “Initial Stockholders”
                                         shall mean the Sponsor and any Insider that holds Founder Shares; (vi) “Private
                                         Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants
                                         if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase
                                         for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option
                                         is exercised in full), or $1.00 per warrant, in a private placement that shall occur
                                         simultaneously with the consummation of the Public Offering; (vii) “Public
                                         Stockholders” shall mean the holders of securities issued in the Public
                                         Offering; (viii) “Transfer” shall mean the (a) sale of, offer
                                         to sell, contract or agreement to sell, hypothecate, pledge, 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, and
                                         the rules and regulations of the Commission promulgated thereunder 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); (ix) “Trust Account” shall mean the trust account
                                         into which a portion of the net proceeds of the Public Offering and the sale of the Private
                                         Placement Warrants shall be deposited; and (x) “Warrants” shall
                                         mean the Private Placement Warrants and Public Warrants.



 




     


     


    

 


		2.	Each
                                         of the Sponsor and each Insider agrees that if the Company seeks stockholder approval
                                         of a proposed Business Combination, then in connection with such proposed Business Combination,
                                         it, he or she shall (i) vote any shares of Common Stock owned by it, him or her in favor
                                         of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned
                                         by it, him or her in connection with such stockholder approval. If the Company seeks
                                         to consummate a proposed Business Combination by engaging in a tender offer, each of
                                         the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares
                                         of Common Stock owned by it, him or her in connection therewith.



 


		3.	Each
                                         of the Sponsor and each Insider hereby agrees that in the event that the Company fails
                                         to consummate a Business Combination within 18 months from the closing of the Public
                                         Offering, or such later period approved by the Company’s stockholders in accordance
                                         with the Charter, the Sponsor and each Insider shall take all reasonable steps to cause
                                         the Company to (i) cease all operations except for the purpose of winding up, (ii) as
                                         promptly as reasonably possible but not more than ten business days thereafter, redeem
                                         100% of the shares of Class A Common Stock sold as part of the Units in the Public Offering
                                         (the “Offering Shares”), at a per-share price, payable in cash,
                                         equal to the aggregate amount then on deposit in the Trust Account, including interest
                                         earned on the funds held in the Trust Account and not previously released to the Company
                                         to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided
                                         by the number of then outstanding Offering Shares, which redemption will completely extinguish
                                         all Public Stockholders’ rights as stockholders (including the right to receive
                                         further liquidating distributions, if any), and (iii) as promptly as reasonably possible
                                         following such redemption, subject to the approval of the Company’s remaining stockholders
                                         and the Company’s board of directors, liquidate and dissolve, subject in each case
                                         to the Company’s obligations under Delaware law to provide for claims of creditors
                                         and other requirements of applicable law. Each of the Sponsor and each Insider agrees
                                         to not propose any amendment to the Charter to modify the substance or timing of the
                                         Company’s obligation to redeem 100% of the Offering Shares if the Company does
                                         not complete a Business Combination within the required time period set forth in the
                                         Charter or with respect to any other material provisions relating to stockholders’
                                         rights or pre-initial business combination activity, unless the Company provides its
                                         Public Stockholders with the opportunity to redeem their Offering Shares upon approval
                                         of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
                                         then on deposit in the Trust Account, including interest earned on the funds held in
                                         the Trust Account and not previously released to the Company to pay its taxes, divided
                                         by the number of then outstanding Offering Shares.



 


Each
of the Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any
monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect
to the Founder Shares held by it, him or her. Each of the Sponsor and each Insider hereby further waives, with respect to any
shares of Common Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with (A) the
consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder
vote to approve such Business Combination, or (B) a stockholder vote to approve an amendment to the Charter to modify the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business
Combination within the time period set forth in the Charter or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity or in the context of a tender offer made by the Company to purchase Offering
Shares (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights
with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time
period set forth in the Charter).


 




     


     


    

 


		4.	During
                                         the period commencing on the effective date of the Underwriting Agreement and ending
                                         180 days after such date, each of the Sponsor and each Insider shall not, without the
                                         prior written consent of the Representative, (i) sell, offer to sell, contract or agree
                                         to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or
                                         agree to dispose of, directly or indirectly, or establish or increase a put equivalent
                                         position or liquidate or decrease a call equivalent position within the meaning of Section
                                         16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
                                         and the rules and regulations of the Commission promulgated thereunder, with respect
                                         to, any Units, shares of Common Stock (including, but not limited to, Founder Shares),
                                         Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
                                         of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement
                                         that transfers to another, in whole or in part, any of the economic consequences of ownership
                                         of any Units, shares of Common Stock (including, but not limited to, Founder Shares),
                                         Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
                                         of Common Stock owned by it, him or her, whether any such transaction is to be settled
                                         by delivery of such securities, in cash or otherwise, or (iii) publicly announce any
                                         intention to effect any transaction specified in clause (i) or (ii). The provisions of
                                         this paragraph will not apply to any transfer permitted under paragraph 8(c) hereof or
                                         if the release or waiver is effected solely to permit a transfer not for consideration
                                         and the transferee has agreed in writing to be bound by the same terms described in this
                                         Letter Agreement to the extent and for the duration that such terms remain in effect
                                         at the time of the transfer.



 


		5.	In
                                         the event of the liquidation of the Trust Account upon the failure of the Company to
                                         consummate its initial Business Combination within the time period set forth in the Charter,
                                         the Sponsor (the “Indemnitor”) agrees to indemnify and hold
                                         harmless the Company against any and all loss, liability, claim, damage and expense whatsoever
                                         (including, but not limited to, any and all legal or other expenses reasonably incurred
                                         in investigating, preparing or defending against any litigation, whether pending or threatened)
                                         to which the Company may become subject as a result of any claim by (i) any third party
                                         for services rendered or products sold to the Company (other than the Company’s
                                         independent registered public accounting firm) or (ii) any prospective target business
                                         with which the Company has entered into a written letter of intent, confidentiality or
                                         other similar agreement or Business Combination agreement (a “Target”);
                                         provided, however, that such indemnification of the Company by the Indemnitor
                                         (x) shall apply only to the extent necessary to ensure that such claims by a third party
                                         or a Target do not reduce the amount of funds in the Trust Account to below the lesser
                                         of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in
                                         the Trust Account as of the date of the liquidation of the Trust Account, if less than
                                         $10.00 per Offering Share is then held in the Trust Account due to reductions in the
                                         value of the trust assets, less taxes payable, (y) shall not apply to any claims by a
                                         third party or a Target which executed a waiver of any and all rights to the monies held
                                         in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply
                                         to any claims under the Company’s indemnity of the Underwriters against certain
                                         liabilities, including liabilities under the Securities Act of 1933, as amended. The
                                         Indemnitor shall have the right to defend against any such claim with counsel of its
                                         choice reasonably satisfactory to the Company if, within 15 days following written receipt
                                         of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing
                                         that it shall undertake such defense.



 


		6.	To
                                         the extent that the Underwriters do not exercise their over-allotment option to purchase
                                         up to an additional 3,000,000 Units within 45 days from the date of the Prospectus (and
                                         as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a
                                         number of Founder Shares in the aggregate equal to 750,000 multiplied by a fraction,
                                         (i) the numerator of which is 3,000,000 minus the number of Units purchased by the Underwriters
                                         upon the exercise of their over-allotment option, and (ii) the denominator of which is
                                         3,000,000. The forfeiture will be adjusted to the extent that the over-allotment option
                                         is not exercised in full by the Underwriters so that the Founder Shares will represent
                                         an aggregate of 20.0% of the Company’s issued and outstanding shares of Common
                                         Stock after the Public Offering (not including shares of Class A Common Stock underlying
                                         the Public Warrants or Private Placement Warrants). The Sponsor further agrees that to
                                         the extent that the size of the Public Offering is increased or decreased, the Company
                                         will purchase or sell Units or effect a share repurchase or share capitalization, as
                                         applicable, immediately prior to the consummation of the Public Offering in such amount
                                         as to maintain the ownership of the initial shareholders prior to the Public Offering
                                         at 20.0% of its issued and outstanding shares of Common Stock upon the consummation of
                                         the Public Offering. In connection with such increase or decrease in the size of the
                                         Public Offering, then (A) the references to 3,000,000 in the numerator and denominator
                                         of the formula in the first sentence of this paragraph shall be changed to a number equal
                                         to 15% of the number of Public Shares included in the Units issued in the Public Offering
                                         and (B) the reference to 750,000 in the formula set forth in the first sentence of this
                                         paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have
                                         to surrender to the Company in order for the initial shareholders to hold an aggregate
                                         of 20.0% of the Company’s issued and outstanding shares of Common Stock after the
                                         Public Offering (not including shares of Class A Common Stock underlying the Public Warrants
                                         or Private Placement Warrants).



 




     


     


    

 


		7.	The
                                         Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and
                                         the Company would be irreparably injured in the event of a breach by such Sponsor or
                                         an Insider of its, his or her obligations under paragraphs 2, 3, 4, 5, 6, 8(a), and 8(b),
                                         as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate
                                         remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
                                         relief, in addition to any other remedy that such party may have in law or in equity,
                                         in the event of such breach.



 


		8.	(a)The
                                         Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares
                                         (or any shares of Class A Common Stock issuable upon conversion thereof) until the earlier
                                         of (A) one year after the completion of the Company’s initial Business Combination
                                         and (B) subsequent to the Business Combination, (x) if the closing price of the Class
                                         A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
                                         dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
                                         any 30-trading day period commencing at least 150 days after the Company’s initial
                                         Business Combination or (y) the date on which the Company completes a liquidation, merger,
                                         capital stock exchange, reorganization or other similar transaction that results in all
                                         of the Company’s stockholders having the right to exchange their shares of Class
                                         A Common Stock for cash, securities or other property (the “Founder Shares
                                         Lock-up Period”).



 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share of
Class A Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the
completion of a Business Combination (the “Private Placement Warrants Lock-up Period”, together
with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement
Warrants or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have
complied with this paragraph 8(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family
member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any members or partners of the
Sponsor or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an
affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in
connection with the consummation of an initial Business Combination at prices no greater than the price at which the
securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an
initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s organizational
documents upon liquidation or dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger,
capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right
to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Company’s
completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (e)
or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer
restrictions herein and the other restrictions contained in this Letter Agreement (including provisions relating to voting,
the Trust Account and liquidating distributions).


 




     


     


    

 


		9.	Each
                                         of the Sponsor and each Insider represents and warrants that it, he or she has never
                                         been suspended or expelled from membership in any securities or commodities exchange
                                         or association or had a securities or commodities license or registration denied, suspended
                                         or revoked. Each Insider’s biographical information furnished to the Company (including
                                         any such information included in the Prospectus) is true and accurate in all respects
                                         and does not omit any material information with respect to the Insider’s background.
                                         Each Insider’s questionnaire furnished to the Company is true and accurate in all
                                         material respects. Each of the Sponsor and each Insider represents and warrants that:
                                         it, he or she is not subject to or a respondent in any legal action for, any injunction,
                                         cease-and-desist order or order or stipulation to desist or refrain from any act or practice
                                         relating to the offering of securities in any jurisdiction; it, he or she has never been
                                         convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any
                                         financial transaction or handling of funds of another person, or (iii) pertaining to
                                         any dealings in any securities; and it, he or she is not currently a defendant in any
                                         such criminal proceeding.



 


		10.	Except
                                         as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate
                                         of the Sponsor or any officer, nor any director of the Company, shall receive from the
                                         Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies
                                         in respect of any repayment of a loan or other compensation prior to, or in connection
                                         with any services rendered in order to effectuate, the consummation of the Company’s
                                         initial Business Combination (regardless of the type of transaction that it is), other
                                         than the following, none of which will be made from the proceeds held in the Trust Account
                                         prior to the completion of the initial Business Combination: repayment of a loan and
                                         advances up to an aggregate of $300,000 made to the Company by the Sponsor; payments
                                         to the Sponsor for certain office space, secretarial and administrative services as may
                                         be reasonably required by the Company of $4,000 per month; reimbursement for any reasonable
                                         out-of-pocket expenses related to identifying, investigating, negotiating and completing
                                         an initial Business Combination, and repayment of loans, if any, and on such terms as
                                         to be determined by the Company from time to time, made by the Sponsor or an affiliate
                                         of the Sponsor or any of the Company’s officers or directors to finance transaction
                                         costs in connection with an intended initial Business Combination, provided that, if
                                         the Company does not consummate an initial Business Combination, a portion of the working
                                         capital held outside the Trust Account may be used by the Company to repay such loaned
                                         amounts so long as no proceeds from the Trust Account are used for such repayment. Up
                                         to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per
                                         warrant at the option of the lender. Such warrants would be identical to the Private
                                         Placement Warrants, including as to exercise price, exercisability and exercise period.



 


		11.	Each
                                         of the Sponsor and each Insider has full right and power, without violating any agreement
                                         to which it is bound (including, without limitation, any non-competition or non-solicitation
                                         agreement with any employer or former employer), to enter into this Letter Agreement
                                         and, as applicable, to serve as an officer and/or director on the board of directors
                                         of the Company and hereby consents to being named in the Prospectus as an officer and/or
                                         director of the Company.



 


		12.	The
                                         Company will maintain an insurance policy or policies providing directors’ and
                                         officers’ liability insurance, and each Director shall be covered by such policy
                                         or policies, in accordance with its or their terms, to the maximum extent of the coverage
                                         available for any of the Company’s directors or officers.



 


		13.	This
                                         Letter Agreement constitutes the entire agreement and understanding of the parties hereto
                                         in respect of the subject matter hereof and supersedes all prior understandings, agreements,
                                         or representations by or among the parties hereto, written or oral, to the extent they
                                         relate in any way to the subject matter hereof or the transactions contemplated hereby.
                                         This Letter Agreement may not be changed, amended, modified or waived (other than to
                                         correct a typographical error) as to any particular provision, except by a written instrument
                                         executed by all parties hereto.



 


		14.	No
                                         party hereto may assign either this Letter Agreement or any of its rights, interests,
                                         or obligations hereunder without the prior written consent of the other parties. Any
                                         purported assignment in violation of this paragraph shall be void and ineffectual and
                                         shall not operate to transfer or assign any interest or title to the purported assignee.
                                         This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
                                         successors, heirs and assigns and permitted transferees.



 




     


     


    

 


		15.	Nothing
                                         in this Letter Agreement shall be construed to confer upon, or give to, any person or
                                         corporation other than the parties hereto any right, remedy or claim under or by reason
                                         of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
                                         hereof. All covenants, conditions, stipulations, promises and agreements contained in
                                         this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto
                                         and their successors, heirs, personal representatives and assigns and permitted transferees.



 


		16.	This
                                         Letter Agreement may be executed in any number of original or facsimile counterparts
                                         and each of such counterparts shall for all purposes be deemed to be an original, and
                                         all such counterparts shall together constitute but one and the same instrument.



 


		17.	This
                                         Letter Agreement shall be deemed severable, and the invalidity or unenforceability of
                                         any term or provision hereof shall not affect the validity or enforceability of this
                                         Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any
                                         such invalid or unenforceable term or provision, the parties hereto intend that there
                                         shall be added as a part of this Letter Agreement a provision as similar in terms to
                                         such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		18.	This
                                         Letter Agreement shall be governed by and construed and enforced in accordance with the
                                         laws of the State of New York. The parties hereto (i) all agree that any action, proceeding,
                                         claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
                                         be brought and enforced in the courts of New York City, in the State of New York, and
                                         irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
                                         be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
                                         that such courts represent an inconvenient forum.



 


		19.	Any
                                         notice, consent or request to be given in connection with any of the terms or provisions
                                         of this Letter Agreement shall be in writing and shall be sent by express mail or similar
                                         private courier service, by certified mail (return receipt requested), by hand delivery
                                         or facsimile transmission.



 


		20.	This
                                         Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up
                                         Periods and (ii) the liquidation of the Company; provided, however, that this Letter
                                         Agreement shall earlier terminate in the event that the Public Offering is not consummated
                                         and closed by December 31, 2020; provided further that paragraph 5 of this Letter Agreement
                                         shall survive such liquidation.



 


[Signature
Page Follows]


 




     


     


    




 


	 	Sincerely,
	 	 
	 	OMNICHANNEL
    SPONSOR LLC
	 	 	 
		By: 
    	/s/ Matt Higgins
	 	 	Name:  	Matt Higgins
	 	 	Title: 	Manager


 


	 	/s/ Matt
    Higgins  
	 	Matt
    Higgins  
	 	 
	 	/s/ Christine
    Pantoya
	 	Christine
    Pantoya


 


	 	/s/  Austin Simon
	 	Austin
    Simon
	 	 
	 	/s/ Bobbi
    Brown 
	 	Bobbi
    Brown 
	 	 
	 	/s/ Albert
    Carey 
	 	Albert
    Carey
	 	 
	 	/s/ Priya
    Dogra 
	 	Priya
    Dogra
	 	 
	 	/s/ Mark
    Gerson 
	 	Mark
    Gerson
	 	 
	 	/s/ Emmett
    Shine 
	 	Emmett
    Shine
	 	 
	 	/s/ Vicky
    Free 
	 	Vicky
    Free


 





	Acknowledged and Agreed:	 
	 	 
	OMNICHANNEL ACQUISITION CORP.	 
	 	 	 
	By: 	/s/ Matt Higgins	 
	 	Name:  	Matt Higgins	 
	 	Title: 	Chief Executive Officer	 


 


 





[Signature Page to Letter Agreement]