Exhibit 10.8


 
kin
insurance Inc.


 


2021
OMNIBUS INCENTIVE PLAN





 


ARTICLE
I.

Purpose


 


The
Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory
opportunities. Capitalized terms used in the Plan are defined in Article XI.


 


ARTICLE
II.

Eligibility


 


Service
Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.


 


ARTICLE
III.

Administration and Delegation


 


3.1
Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers
receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator
also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and
to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects
and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award Agreement as it deems necessary or appropriate
to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be
final and binding on all persons having or claiming any interest in the Plan or any Award.


 


3.2
Appointment of Committees. To the extent Applicable Laws permit, the Board or the Administrator may delegate any or all of its
powers under the Plan to one or more Committees or committees of officers of the Company or any of its Subsidiaries; provided, that,
any such officer delegation shall exclude the power to grant Awards to non-employee Directors or Section 16 Persons. The Board or the
Administrator, as applicable, may rescind any such delegation, abolish any such committee or Committee and/or re-vest in itself any previously
delegated authority at any time.


 


ARTICLE
IV.

Stock Available for Awards


 


4.1
Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the Plan
covering up to the Overall Share Limit Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on
the open market or treasury Shares. From and after the effectiveness of this Plan, the Company will not grant awards under the Kin Insurance
Inc. 2017 Equity Incentive Plan (the “Prior Plan”); however, awards previously granted under the Prior Plan
that are assumed by the Company in connection with the Initial Business Combination (the “Prior Plan Awards”)
will remain subject to the terms of the applicable Prior Plan.


 




     


     


    

 


4.2
Share Recycling. If all or any part of an Award or Prior Plan Award expires, lapses or is terminated, exchanged for or settled
in cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in
the Company acquiring Shares covered by the Award or Prior Plan Award at a price not greater than the price (as adjusted to reflect any
Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior Plan Award, the
unused Shares covered by the Award or Prior Plan Award will, as applicable, become or again be available for Award grants under the Plan.
Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise
or purchase price of an Award or Prior Plan Award and/or to satisfy any applicable tax withholding obligation with respect to an Award
(including Shares retained by the Company from the Award or Prior Plan Award being exercised or purchased and/or creating the tax obligation)
will again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding
Awards or Prior Plan Awards shall not count against the Overall Share Limit.


 


4.3
Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than [________]1
Shares may be issued pursuant to the exercise of Incentive Stock Options.


 


4.4
Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition
of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based
awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as
the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the
Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided
above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares
that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired
by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan
approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant
to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation
ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the
entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for
grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided
above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under
the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees,
Consultants or Directors prior to such acquisition or combination.


 


4.5
Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish
compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to
time determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the
exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from
time to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in
accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards
granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may
not exceed $750,000, increased to $1,000,000 in the fiscal year in which the Plan’s effective date occurs or in the fiscal year
of a non-employee Director’s initial service as a non-employee Director. The Administrator may make exceptions to this limit for
individual non-employee Directors in extraordinary circumstances, as the Administrator may determine in its discretion, provided that
the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation or in
other contemporaneous compensation decisions involving non-employee Directors.




 





 



	1	NTD:
                                            To be equal to 30% of the outstanding Shares on a fully diluted basis as of the closing of
                                            the Initial Business Combination.



 




    2


     


    

 


ARTICLE
V.

Stock Options and Stock Appreciation Rights


 


5.1
General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the
Plan, including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares
covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions
and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant
(or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion
of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the
date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the
Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and shall be payable
in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.


 


5.2
Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify
the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of
the Option (subject to Section 5.6) or Stock Appreciation Right. Notwithstanding the foregoing, in the case of an Option or a
Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Stock Appreciation
Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that the exercise price of any
Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 and 409A of the Code.


 


5.3
Duration. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided
that the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined
otherwise by the Company, in the event that on the last business day of the term of an Option or Stock Appreciation Right (other than
an Incentive Stock Option) (i) the exercise of the Option or Stock Appreciation Right is prohibited by Applicable Law, as determined
by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading policy (including
blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, and, in
either case the exercise price of such Award is the less than the Fair Market Value of the Shares as of such date, then the term of the
Option or Stock Appreciation Right shall be extended, except to the extent that such extension would violate Section 409A, until the
date that is 30 days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided,
however, in no event shall the extension last beyond the ten year term of the applicable Option or Stock Appreciation Right. Notwithstanding
the foregoing, to the extent permitted under Applicable Laws, if the Participant, prior to the end of the term of an Option or Stock
Appreciation Right, violates in any material respect the non-competition, non-solicitation, confidentiality or other similar restrictive
covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant
and the Company or any of its Subsidiaries (and such violation is not cured within thirty (30) days following receipt by the Participant
of written notice from the Company of such violation), the right of the Participant and the Participant’s transferees to exercise
any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company
otherwise determines. In addition, if, prior to the end of the term of an Option or Stock Appreciation Right, the Participant is given
notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries
for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right
of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant
shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed
that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective
date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of
the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant
will terminate immediately upon the effective date of such Termination of Service).


 






    3


     


    

 


5.4
Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in
a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation
Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award
is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an
Option or Stock Appreciation Right may not be exercised for a fraction of a Share.


 


5.5
Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable
Laws, the exercise price of an Option must be paid by:


 


(a)
  cash, wire transfer of immediately available funds or by check payable to the order of the
Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below
is permitted;


 


(b)
  if there is a public market for Shares at the time of exercise, unless the Company otherwise
determines, (A) delivery (including electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional
undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B)
the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the
Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to
the Company at such time as may be required by the Administrator;


 


(c)
  to the extent permitted by the Administrator, delivery (either by actual delivery or attestation)
of Shares owned by the Participant valued at their fair market value;


 


(d)
  to the extent permitted by the Administrator at its discretion, surrendering Shares then
issuable upon the Option’s exercise valued at their fair market value on the exercise date;


 


(e)
  to the extent permitted by the Administrator, delivery of a promissory note or any other
property that the Administrator determines is good and valuable consideration; or


 


(f)
   to the extent permitted by the Company, any combination of the above payment forms
approved by the Administrator.


 




    4


     


    

 


5.6
Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company,
any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any
other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is
granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s
grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently
with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt written notice to the Company
of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within
(i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the
date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness
or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant,
or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section
422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under
Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the
$100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.


 


ARTICLE
VI.

Restricted Stock; Restricted Stock Units


 


6.1
General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject
to the Company’s right to repurchase all or part of such Shares at their issue price or other stated or formula price from the
Participant (or to require forfeiture of such Shares) if conditions the Administrator specifies in the Award Agreement are not satisfied
before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator
may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable
restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement
the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained
in the Plan.


 


6.2
Restricted Stock.


 


(a)
  Dividends. Participants holding Shares of Restricted Stock will be entitled to all
ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition,
unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution
to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. Notwithstanding
anything to the contrary herein, with respect to any award of Restricted Stock, dividends which are paid to holders of Common Stock prior
to vesting shall only be paid out to the Participant holding such Restricted Stock to the extent that the vesting conditions are subsequently
satisfied. All such dividend payments will be made no later than March 15 of the calendar year following the calendar year in which the
right to the dividend payment becomes nonforfeitable.


 


(b)
  Stock Certificates. The Company may require that the Participant deposit in escrow
with the Company (or its designee) any stock certificates issued in respect of Shares of Restricted Stock, together with a stock power
endorsed in blank.


 




    5


     


    

 


6.3
Restricted Stock Units.


 


(a)
  Settlement. The Administrator may provide that settlement of Restricted Stock Units
will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory
basis or at the Participant’s election, in a manner intended to comply with Section 409A.


 


(b)
  Stockholder Rights. A Participant will have no rights of a stockholder with respect
to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.


 


ARTICLE
VII.

Other Stock or Cash Based Awards; Dividend Equivalents


 


7.1
Other Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling
Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether
based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other
Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as
payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares,
cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the
terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal (which may be based on the
Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.


 


7.2
Dividend Equivalents. A grant of Restricted Stock Units or Other Stock or Cash Based Award may provide a Participant with the
right to receive Dividend Equivalents, and no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.
Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the
same restrictions on transferability and forfeitability as the Award with to which the Dividend Equivalents are paid and subject to other
terms and conditions as set forth in the Award Agreement. Notwithstanding anything to the contrary herein, Dividend Equivalents with
respect to an Award shall only paid out to the Participant to the extent that the vesting conditions are subsequently satisfied. All
such Dividend Equivalent payments will be made no later than March 15 of the calendar year following calendar year in which the right
to the Dividend Equivalent payment becomes nonforfeitable, unless determined otherwise by the Administrator or unless deferred in a manner
intended to comply with Section 409A.


 


ARTICLE
VIII.

Adjustments for Changes in Common Stock

and Certain Other Events


 


8.1
Equity Restructuring(a). In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article
VIII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which
may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or
grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided
under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that
the Administrator will [reasonably and in good faith] determine whether an adjustment is equitable.


 






    6


     


    

 


8.2
Corporate Transactions. In the event of any dividend (other than ordinary cash dividends) or other distribution (whether in the
form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase,
recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets
of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other
rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring
transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles,
the Administrator, on such terms and conditions as it reasonably and in good faith deems appropriate, either by the terms of the Award
or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable
Law or accounting principles may be made within a reasonable period of time after such change), is hereby authorized to take any one
or more of the following actions whenever the Administrator reasonably and in good faith determines that such action is appropriate in
order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under
the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect
to such changes in Applicable Laws or accounting principles:


 


(a)
  To provide for the cancellation of any such Award in exchange for either an amount of cash
or other property with a Fair Market Value equal to the amount that could have been obtained upon the exercise or settlement of the vested
portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided
that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization
of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;


 


(b)
  To provide that such Award shall vest and, to the extent applicable, be exercisable as to
all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;


 


(c)
  To provide that such Award be assumed by the successor or survivor corporation, or a parent
or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price,
in all cases, as determined by the Administrator;


 


(d)
  To make adjustments in the number and type of Shares (or other securities or property) subject
to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of
the limitations in Article IV on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including
the grant or exercise price or applicable performance goals), and the criteria included in, outstanding Awards;


 


(e)
  To replace such Award with other rights or property of equivalent value selected by the Administrator;
and/or


 


(f)
   In the event of a Change in Control and subject to Section 8.3, to provide that
the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 




    7


     


    

 


8.3
Effect of Non-Assumption in a Change in Control. Notwithstanding the provisions of Section 8.2, if a Change in Control
occurs and a Participant’s Awards are not continued, converted, assumed, or replaced with a substantially similar award by (a)
the Company, or (b) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the
Participant has not had a Termination of Service, then, immediately prior to the Change in Control, such Awards shall become fully vested,
exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse, in which
case, such Awards shall be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in
Control consideration payable to other holders of Common Stock (subject, with respect to performance-based awards, to any “over-performance”
opportunities as may be set forth in and pursuant to the terms of the applicable Award Agreement) (i) which may be on such terms and
conditions as apply generally to holders of Common Stock under the Change in Control documents (including, without limitation, any escrow,
earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and (ii) determined
by reference to the number of Shares subject to such Awards and net of any applicable exercise price; provided that to the extent that
any Awards constitute “nonqualified deferred compensation” that may not be paid upon the Change in Control under Section
409A without the imposition of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award
Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); and provided, further,
that if the amount to which the Participant would be entitled upon the settlement or exercise of such Award at the time of the Change
in Control is equal to or less than zero, then such Award may be terminated without payment. The Administrator shall determine reasonably
and in good faith whether an Assumption of an Award has occurred in connection with a Change in Control.


 


8.4
Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger,
consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary
transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering
or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up
to 60 days before or after such transaction.


 


8.5
General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have
any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares
of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided
with respect to an Equity Restructuring under Section 8.1 or the Administrator’s action under the Plan, no issuance by the
Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding,
the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements
and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any
adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger,
consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including
securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may
treat Participants and Awards (or portions thereof) differently under this Article VIII.


 


ARTICLE
IX.

General Provisions Applicable to Awards


 


9.1
Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than
Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation
of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic
relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to
the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically
approves.


 






    8


     


    

 


9.2
Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines.
Each Award may contain terms and conditions in addition to those set forth in the Plan.


 


9.3
Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions
thereof) uniformly.


 


9.4
Termination of Status. The Administrator will determine how the disability, death, retirement or authorized leave of absence or
any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the
period during which the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may
exercise rights under the Award, if applicable.


 


9.5
Withholding. Each Participant must pay the Company or make provision satisfactory to the Administrator for payment of any taxes
required by Applicable Law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax
liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding
rates (or such other rate as may be determined by the Company reasonably and in good faith after considering any accounting consequences
or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading
policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available
funds, by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms
if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery
of Shares, including Shares delivered by attestation and Shares retained from the Award creating the tax obligation, valued at their
Fair Market Value on the date of delivery, (iii) if there is a public market for Shares at the time the tax obligations are satisfied,
unless the Company otherwise determines, (A) delivery (including electronically or telephonically to the extent permitted by the Company)
of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds
to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions
to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided
that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the
Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied
under clause (ii) above by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market
for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to
the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the
proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute
the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions
described in this sentence.


 


9.6
Amendment of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting
another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to
a Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking into account
any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted
under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator
may not, except pursuant to Article VIII, without the approval of the stockholders of the Company, reduce the exercise price per share
of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash,
other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share
of the original Options or Stock Appreciation Rights.


 






    9


     


    

 


9.7
Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions
from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction,
(ii) as determined reasonably and in good faith by the Company, all other legal matters regarding the issuance and delivery of such Shares
have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the
Participant has executed and delivered to the Company such representations or agreements as the Administrator deems reasonably necessary
or appropriate to satisfy any Applicable Laws. The Company’s inability after commercially reasonable good faith effort to obtain
authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale
of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority
has not been obtained.


 


9.8
Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable,
free of some or all restrictions or conditions, or otherwise fully or partially realizable.


 


9.9
Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award
Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.


 


9.10
Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant
under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (i) any Shares
to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable;
(ii) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average
price; (iii) if determined by the Administrator, the applicable Participant will be responsible for all broker’s fees and other
costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs,
damages, or expenses relating to any such sale; (iv) to the extent the Company or its designee receives proceeds of such sale that exceed
the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (v) the Company
and its designees are under no obligation to arrange for such sale at any particular price; and (vi) in the event the proceeds of such
sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon
demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.


 


ARTICLE
X.

Miscellaneous


 


10.1
No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award
will not be construed as giving a Participant the right to continued employment or any other relationship with the Company or any of
its Subsidiaries. The Company and its Subsidiaries expressly reserves the right at any time to dismiss or otherwise terminate its relationship
with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement or
in the Plan.


 






    10


     


    

 


10.2
No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any
rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares.
Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company
will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such
Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may
place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable
Laws.


 


10.3
Effective Date and Term of Plan. Unless earlier terminated by the Board, the Plan will become effective upon the consummation
of the transactions contemplated by that certain Business Combination Agreement, dated as of July 19, 2021, by and among Omnichannel
Acquisition Corp., Omnichannel Merger Sub Inc. and the Company (the “Initial Business Combination,” and the
date that the Plan becomes effective, the “Effective Date”), subject to the approval of the Company’s
stockholders, and will remain in effect until the tenth anniversary of the earlier of (i) the date the Board adopted the Plan or (ii)
the date the Company’s stockholders approved the Plan, provided that Awards previously granted may extend beyond that date in accordance
with the Plan. If the Plan is not approved by the Company’s stockholders, the Plan will not become effective, and no Awards will
be granted under the Plan.


 


10.4
Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than
an increase to the Overall Share Limit, may materially and adversely affect the rights of a Participant with respect to any Award outstanding
at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension
period or after the Plan’s termination. Awards outstanding at the time of any Plan suspension or termination will continue to be
governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval
of any Plan amendment to the extent necessary to comply with Applicable Laws.


 


10.5
Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or
employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations
or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


10.6 Section
409A.


 


(a) General.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences,
interest, or penalties under Section 409A apply, and the Plan shall be construed and interpreted in accordance with such intent. Each
payment under an Award shall be treated as a separate payment for purposes of Section 409A. Notwithstanding anything in the Plan or any
Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies
and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate
to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section
409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may
be issued after an Award’s grant date; provided, that, any such amendment or policies or procedures shall endeavor to maintain
the intended economic impact of any outstanding Awards. The Company makes no representations or warranties as to an Award’s tax
treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the
taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other
person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred
compensation” subject to taxes, penalties or interest under Section 409A.


 






    11


     


    

 


(b) Separation
from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement
of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes
under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A),
whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship.
For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,”
“termination of employment” or like terms means a “separation from service.”


 


(c) Payments
to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified
deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A
and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes
under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service”
(or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day
immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of
“nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation
from service” will be paid at the time or times the payments are otherwise scheduled to be made.


 


10.7
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other
employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any
other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not
be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator,
director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director,
officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating
to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan
unless arising from such person’s own fraud or bad faith.


 


10.8
Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering
the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise
transferring any Shares or other Company securities during a period of up to 180 days following the effective date of a Company registration
statement filed under the Securities Act, or such longer period as determined by the underwriter.


 


10.9
Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries
and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company
and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name,
address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s);
any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and
Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves
as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries
and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management.
These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different
data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients
to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant
may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and
manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding
such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any
necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing,
without cost, by contacting the local human resources representative. If the Participant refuses or withdraws the consents in this Section
10.9, the Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion,
the Participant may forfeit any outstanding Awards. For more information on the consequences of refusing or withdrawing consent, Participants
may contact their local human resources representative.


 






    12


     


    

 


10.10 Severability.
If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will
not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been
excluded, and the illegal or invalid action will be null and void.


 


10.11 Governing
Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant
and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such
Award Agreement or other written document that a specific provision of the Plan will not apply or that the Award Agreement or other written
document will govern.


 


10.12 Governing
Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding
any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.


 


10.13 Claw-back
Provisions. All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received
by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject
to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to
comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated
thereunder) as and to the extent set forth in such claw-back policy or the Award Agreement.


 


10.14 Titles
and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text,
rather than such titles or headings, will control.


 


10.15 Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding
anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent
Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.


 




    13


     


    

 


10.16 Relationship
to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided
in writing in such other plan or an agreement thereunder.


 


ARTICLE
XI.

Definitions


 


As
used in the Plan, the following words and phrases will have the following meanings:


 


11.1
“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under
the Plan have been delegated to such Committee.


 


11.2
“Applicable Laws” means the requirements relating to the administration of equity incentive plans under U.S.
federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where
Awards are granted.


 


11.3
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Dividend Equivalents, or Other Stock or Cash Based Awards.


 


11.4
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such
terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 


11.5
“Board” means the Board of Directors of the Company.


 


11.6
“Cause” means (i) if a Participant is a party to a written employment or consulting agreement with the Company
or any of its Subsidiaries or an Award Agreement in which the term “Cause” is defined (a “Relevant Agreement”),
“Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination
that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s
disability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful and reasonable
directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant
that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo
contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) the
Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company
or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries;
(E) the Participant’s breach of any agreement with the Company or a Subsidiary thereof (including, without limitation, any confidentiality,
non-competition, non-solicitation or assignment of inventions agreement); or (F) the Administrator’s determination that the Participant
committed an act of fraud, embezzlement, misappropriation, or misconduct, or breached a fiduciary duty against the Company or any of
its Subsidiaries. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to
whether a Participant has been discharged for Cause.


 


11.7
“Change in Control” means and includes each of the following:


 





(a)
   A transaction or series of transactions (other than an offering of Common Stock to the general
public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions
that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any “person” or related “group”
of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of
its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior
to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly
acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more
than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or


 






    14


     


    

 


(b)
  During any period of two consecutive years, individuals who, at the beginning of such period,
constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement
with the Company to effect a transaction described in subsections (a) or (c)) whose election by the Board or nomination for election
by the Company’s stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were
Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof; or


 


(c)
  The consummation by the Company (whether directly involving the Company or indirectly involving
the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale
or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions
or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:


 


(i)
   which results in the Company’s voting securities outstanding immediately before
the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company
or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all
or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person,
the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor
Entity’s outstanding voting securities immediately after the transaction in substantially the same proportions as immediately prior
to the transaction, and


 


(ii)
after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor
Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning
50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to
the consummation of the transaction.


 


Notwithstanding
the foregoing, in no event shall the Initial Business Combination or the transactions occurring in connection therewith constitute a
Change in Control and if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides
for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes
under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof)
shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change
in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


The
Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change
in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters
relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change
in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 






    15


     


    

 


11.8
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


11.9
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company
directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3,
it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is
subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure
to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee
that is otherwise validly granted under the Plan.


 


11.10 “Common
Stock” means the common stock of the Company.


 


11.11 “Company”
means Kin Insurance Inc., a Delaware corporation, or any successor.


 


11.12 “Consultant”
means any person, including any adviser, engaged by the Company or any of its Subsidiaries to render services to such entity if the consultant
or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities
in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities;
and (iii) is a natural person.


 


11.13
“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the
Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated.
Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


11.14
“Director” means a Board member.


 


11.15
“Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value
(in cash or Shares) of dividends paid on Shares.


 


11.16
“Employee” means any employee of the Company or its Subsidiaries.


 


11.17
“Equity Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between the
Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash
dividend, or other large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company)
or the share price of Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock
underlying outstanding Awards.


 


11.18
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


11.19
“Fair Market Value” means, as of any date, the value of a share of Common Stock determined as follows: (a)
if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common
Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a
sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Common Stock
is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date,
or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall
Street Journal or another source the Administrator deems reliable; or (c) without an established market for the Common Stock, the
Administrator will determine the Fair Market Value in its good faith reasonable discretion.


 






    16


     


    

 


11.20
“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the
Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation,
as defined in Section 424(e) and (f) of the Code, respectively.


 


11.21
“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as
defined in Section 422 of the Code.


 


11.22
“Non-Qualified Stock Option” means an Option, or portion thereof, not intended or not qualifying as an Incentive
Stock Option.


 


11.23
“Option” means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified
Stock Option.


 


11.24
“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially
by referring to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.


 


11.25
“Overall Share Limit” means the sum of (i) [●] Shares and (ii) an annual increase on the first day of
each calendar year beginning January 1, 2022 and ending on and including January 1, 2032, equal to the lesser of (A) [●]% of the
aggregate number of Shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of Shares
as is determined by the Board.


 


11.26
“Participant” means a Service Provider who has been granted an Award.


 


11.27
“Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to
establish performance goals for a performance period, which may include the following: net earnings or losses (either before or after
one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue
or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross
profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating
earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating
cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital;
return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures;
expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or
appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment
of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic
value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth;
customer service; employee satisfaction; recruitment
and maintenance of personnel; human resources management; supervision of litigation and
other legal matters; strategic partnerships and transactions; financial
ratios (including those measuring liquidity, activity, profitability or leverage); debt
levels or reductions; sales-related goals; financing
and other capital raising transactions; cash on hand; acquisition
activity; investment sourcing activity; and marketing initiatives, any of which
may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely
by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the
Company or a Subsidiary or based upon performance relative to performance of other companies or upon comparisons of any of the indicators
of performance relative to performance of other companies. The Committee may provide for exclusion of the impact of an event or occurrence
which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary
items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments
or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the corporate structure or capital structure of the
Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business
unit or not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the
Company, (i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capital expenditures, (k) the issuance or
repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities
to Common Stock, (m) any business interruption event (n) the cumulative effects of tax or accounting changes in accordance with U.S.
generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results.


 






    17


     


    

 


11.28
“Plan” means this 2021 Omnibus Incentive Plan, as amended from time to time.


 


11.29
“Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions
and other restrictions.


 


11.30
“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one
Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date awarded
to a Participant under Article VI subject to certain vesting conditions and other restrictions.


 


11.31
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.


 


11.32
“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other
interpretative authority thereunder.


 


11.33
“Section 16 Persons” means those officers, directors or other persons who are subject to Section 16 of the
Exchange Act.


 


11.34
“Securities Act” means the Securities Act of 1933, as amended.


 


11.35
“Service Provider” means an Employee, Consultant or Director.


 


11.36
“Shares” means shares of Common Stock.


 


11.37
“Stock Appreciation Right” means a stock appreciation right granted under Article V.


 


11.38
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of
entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the
time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities
or interests in one of the other entities in such chain.


 





11.39
“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution
or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the
Company or any Subsidiary or with which the Company or any Subsidiary combines.


 


11.40
“Termination of Service” means the date the Participant ceases to be a Service Provider.


 


*
* * * *