Exhibit 10.2


 


EXECUTION VERSION


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


This Amended and Restated
Registration Rights Agreement (this “Agreement“) is entered into as of July 19, 2021 by and among:


 


(i) Omnichannel Acquisition
Corp., a Delaware corporation (“Omnichannel”);


 


(ii) Omnichannel Sponsor,
LLC, a Delaware limited liability company (the “Sponsor”); and


 


(iii) the equityholders designated
as Legacy Kin Equityholders on Schedule A hereto (collectively, the “Legacy Kin Equityholders” and, together
with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3 of this Agreement,
the “Holders” and each individually a “Holder”).


 


Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Merger Agreement.


 


RECITALS


 


WHEREAS, Omnichannel and the
Sponsor are party to that certain Registration Rights Agreement, dated as of November 19, 2020 (the “Prior Agreement”);


 


WHEREAS, Omnichannel, Omnichannel
Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Kin Insurance, Inc., a Delaware corporation (“Legacy
Kin”), are party to that certain Business Combination Agreement, dated as of the date hereof (the “Business
Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Legacy Kin (the “Merger”),
with Legacy Kin surviving the Merger as a wholly owned subsidiary of Omnichannel;


 


WHEREAS, following the consummation
of the Merger, Omnichannel will be renamed “Kin Insurance, Inc.” (Omnichannel, following the consummation of the Merger, the
“Company”) and, concurrently, Legacy Kin will be renamed;


 


WHEREAS, the Legacy Kin Equityholders
will receive shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) on or about
the Closing Date, pursuant to the Business Combination Agreement (such shares, collectively, the “Merger Shares”);


 


WHEREAS, at the Closing, the
Sponsor will hold (i) an aggregate of 4,388,125 shares of Class B common stock of Omnichannel, par value $0.0001 per share, which, upon
the consummation of the Merger, will be automatically converted into 4,388,125 shares of Common Stock (the “Sponsor Shares”)
and (ii) an aggregate of 4,904,000 private placement warrants (the “Private Placement Warrants”) to purchase
shares of Common Stock at an exercise price of $11.50 per share; and


 


WHEREAS, in connection with
the consummation of the Merger, the parties to the Prior Agreement desire to amend and restate the Prior Agreement in its entirety as
set forth herein, and the parties hereto desire to enter into this Agreement pursuant to which the Company shall grant the Holders certain
registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows.


 






     


     


    

 


1. Definitions.
The following capitalized terms used herein have the following meanings:


 


“Adverse Disclosure”
means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer
or Chief Financial Officer of the Company, after consultation with legal counsel to the Company, (i) would be required to be made
in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii)
the Company has a bona fide business purpose for not making public.


 


“Agreement”
is defined in the preamble to this Agreement.


 


“Blackout Period”
is defined in Section 3.4.2.


 


“Block Trade”
means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment
or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade
or similar transaction.


 


“Board”
means the board of directors of the Company.


 


“Business Combination
Agreement” is defined in the recitals to this Agreement.


 


“Closing Date”
shall have the meaning given in the Business Combination Agreement.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock”
is defined in the recitals to this Agreement.


 


“Company”
is defined in the recitals to this Agreement.


 


“Demanding Holder”
is defined in Section 2.1.4.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 






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“FINRA”
means the Financial Industry Regulatory Authority Inc.


 


“Form S-1 Shelf”
is defined in Section 2.1.1.


 


“Form S-3 Shelf”
is defined in Section 2.1.1.


 


“Governmental
Authority” means any United States or foreign or international (a) federal, state, local, municipal or other government,
(b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity
and any court or other tribunal), or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative,
police, regulatory, or taxing authority or power of any nature, including any arbitrator or arbitral tribunal (public or private), which
for the purposes of this Agreement shall include FINRA and the Commission.


  


“Governmental
Order” means any writ, order, judgment, injunction, decision, determination, award, ruling, verdict or decree entered, issued
or rendered by any Governmental Authority.


 


“Holder”
is defined in the preamble to this Agreement.


 


“Holder Indemnified
Party” is defined in Section 4.1.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Law”
means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.


 


“Legacy Kin”
is defined in the recitals to this Agreement.


 


“Legacy Kin Equityholders”
is defined in the preamble to this Agreement.


 


“Maximum Number
of Securities” is defined in Section 2.1.5.


 


“Merger”
is defined in the recitals to this Agreement.


 


“Merger Shares”
is defined in the recitals to this Agreement.


 


“Merger Sub”
is defined in the recitals to this Agreement.


 


“Minimum Takedown
Threshold” is defined in Section 2.1.4.


 


“Misstatement”
means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a prospectus and any preliminary
prospectus, in the light of the circumstances under which they were made) not misleading.


 






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“New Registration
Statement” is defined in Section 2.1.7.


 


“Omnichannel”
is defined in the preamble to this Agreement.


 


“Other Coordinated
Offering” is defined in Section 2.4.1.


 


“Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


“Piggyback Registration”
is defined in Section 2.2.1.


 


“Prior Agreement”
is defined in the recitals to this Agreement.


 


“Private Placement
Warrants” is defined in the recitals to this Agreement.


 


“Prospectus”
means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any
and all post-effective amendments and including all material incorporated by reference in such prospectus.


  


“Register,”
“Registered” and “Registration” mean the effect of preparing and filing a registration
statement, prospectus or similar document (including any related Shelf Takedown) in compliance with the requirements of the Securities
Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registrable Securities”
means (a) the Sponsor Shares and the shares of Common Stock issued or issuable upon the conversion of the Sponsor Shares, (b) the Private
Placement Warrants and the shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, (c) any
outstanding shares of Common Stock or Warrants held by a Holder as of the Closing Date (including the Merger Shares), (d) any shares of
Common Stock that may be acquired by Holders upon the exercise of a Warrant or other right to acquire Common Stock held by a Holder as
of the date of this Agreement, (e) any shares of Common Stock or Warrants (including any shares of Common Stock issued or issuable upon
the exercise of any such Warrant) otherwise acquired or owned by a Holder following the date hereof to the extent that such securities
are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule
144) of the Company, and (f) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any
securities referenced in clauses (a) through (e) above by way of a stock dividend or stock split or in connection with a recapitalization,
merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that,
as to any particular Registrable Security, such security shall cease to be a Registrable Security upon the earliest to occur of: (A) the
transfer of such security by a Holder to any Person other than (i) an Affiliate or equityholder of such Holder or (ii) another Holder
or an Affiliate or equityholder of such other Holder; (B) the time at which such security ceases to be outstanding; (C) such
securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with
no volume or other restrictions or limitations including as to manner or timing of sale); and (D) upon the sale of such security
to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 






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“Registration
Expenses” shall mean the expenses of a Registration, including, without limitation, the following:


 


(i) all
registration and filing fees (including fees with respect to filings required to be made with FINRA) and any national securities exchange
on which the Common Stock is then listed;


 


(ii) fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters,
placement agent or sales agent in connection with blue sky qualifications of Registrable Securities);


 


(iii) printing,
messenger, telephone and delivery expenses;


 


(iv) reasonable
fees and disbursements of counsel for the Company;


 


(v) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(vi) reasonable
fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering or Other
Coordinated Offering (not to exceed $50,000 without the consent of the Company).


 


“Registration
Statement” means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to
such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder”
is defined in Section 2.1.5.


 


“SEC Guidance”
is defined in Section 2.1.7.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“Shelf”
means the Form S-1 Shelf, a Form S-3 Shelf or any Subsequent Shelf Registration, as the case may be.


 


“Shelf Registration”
means a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule
415 promulgated under the Securities Act (or any successor rule then in effect).


 





“Shelf Takedown”
means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.


 


“Sponsor”
is defined in the preamble to this Agreement.


 






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“Sponsor Shares”
is defined in the recitals to this Agreement.


 


“Subscription
Agreements” means those certain subscription agreements the Company entered into with certain investors pursuant to which
such investors purchased shares of Common Stock in connection with the consummation of the transactions contemplated in the Business Combination
Agreement.


 


“Subsequent Shelf
Registration” is defined in Section 2.1.2.


 


“Suspension Period”
is defined in Section 3.4.1.


 


“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 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).


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.


 


“Underwritten
Offering” means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting
for distribution to the public.


 


“Underwritten
Shelf Takedown” is defined in Section 2.1.4.


 


“Warrants”
means the warrants of the Company, including the Private Placement Warrants, with each whole warrant entitling the holder to purchase
one share of Common Stock.


 


“Withdrawal Notice”
is defined in Section 2.1.6.







 


2. REGISTRATION
RIGHTS.


 


2.1 Shelf
Registration.


 


2.1.1 Filing.
Subject to Section 3.3, the Company shall file within 30 days after the Closing Date, and shall use commercially reasonable efforts
to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the
“Form S-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two business days
prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included
therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company
shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective
amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions
of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of a Form S-1 Shelf, the
Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Registration
Statement on Form S-3 (the “Form S-3 Shelf”) as soon as reasonably practicable after the Company is eligible
to use Form S-3.


 






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2.1.2 Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is
reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal
of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably
practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of
such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”)
registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method
or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed,
the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the
Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration
shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known
seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination
date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions
of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall
be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on
another appropriate form.


 


2.1.3 Additional
Registrable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed
or continuous basis, the Company, upon request of a Holder that holds at least five (5.0%) percent of the Registrable Securities, shall
promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective
as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided,
however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for
the Legacy Kin Equityholders, on the one hand, and the Sponsor, on the other hand.


 






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2.1.4 Requests
for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission, any one
or more Holders (in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable
Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”);
provided in each case that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include
Registrable Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the
aggregate, $35 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall
be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold
in the Underwritten Shelf Takedown. Promptly (but in any event within ten (10) days) after receipt of a request for Underwritten Shelf
Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. Subject to Section 2.4.3,
the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally
recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld,
conditioned or delayed). The Legacy Kin Equityholders, on the one hand, and the Sponsor, on the other hand, may each demand not more than
two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any 12-month period. Notwithstanding anything to the contrary
in this Agreement, the Company may effect any Underwritten Shelf Takedown pursuant to any then effective Registration Statement, including
a Form S-3, that is then available for such offering.


  


2.1.5 Reduction
of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown advises the Company,
the Demanding Holders and the Holders requesting piggy-back rights pursuant to this Agreement with respect to such Underwritten Shelf
Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or
other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that
have been requested to be sold in such Underwritten Shelf Takedown pursuant to separate written contractual piggy-back registration rights
held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten
Shelf Takedown without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Shelf Takedown, before including any shares of Common Stock or other equity securities
proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata, as nearly as practicable, based on the respective number of Registrable Securities
that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate
number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf
Takedown, or in such other proportion as shall mutually be agreed to by all such Demanding Holders and Requesting Holders) that can be
sold without exceeding the Maximum Number of Securities; provided, however, that the number of Registrable Securities held
by the Holders to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are first entirely
excluded from the Underwritten Shelf Takedown. To facilitate the allocation of Registrable Securities in accordance with the above provisions,
the Company or the Underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. The Company shall not
be required to include any Registrable Securities in such Underwritten Shelf Takedown unless the Holders accept the terms of the underwriting
as agreed upon between the Company and its Underwriters.


 






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2.1.6 Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw
from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”)
to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided
that any Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be
satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the remaining Holders. If withdrawn,
a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown for purposes of Section 2.1.4,
unless the Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown; provided
that, if a Legacy Kin Equityholder or the Sponsor elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately
preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Legacy Kin
Equityholders or the Sponsor, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the
Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf
Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred
in connection with a Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder
elects to pay such Registration Expenses pursuant to the second sentence of this Section 2.1.6.


 


2.1.7 New
Registration Statement. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission
informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale
as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and
use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw
the Shelf Registration and file a new registration statement (a “New Registration Statement”), on Form S-3,
or if Form S-3 is not then available to the Company for such registration statement, on such other form available to register for resale
of the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration
Statement, the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the
Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission
staff (the “SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations
D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable
Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company
used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities),
unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered
on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders,
subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities
held by such Holders. In the event the Company amends the Shelf Registration or files a New Registration Statement, as the case may be,
under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as
allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements
on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the
Shelf Registration, as amended, or the New Registration Statement.


 






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2.1.8 Effective
Registration. Notwithstanding the provisions of Section 2.1.3 or Section 2.1.4 above or any other part of this
Agreement, a Registration shall not count as a Registration unless and until (i) the Registration Statement has been declared effective
by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
however, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities is subsequently
interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration
Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order
or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such
Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no
event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file
another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant
to a Demand Registration becomes effective or is subsequently terminated.


 


2.2 Piggyback
Registration.


 


2.2.1 Piggyback
Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company
proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities
or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of
stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf
Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto)
(i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or
similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering
of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) for a rights offering,
then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable
but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering
pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such
offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s)
of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of
the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as
such Holders may request in writing within five (5) days after receipt of such written notice (such Registration, a “Piggyback
Registration”). Subject to Section 2.2.2, the Company shall cause such Registrable Securities to be included in such
Piggyback Registration and, if applicable, shall cause the managing Underwriter or Underwriters of such Piggyback Registration to permit
the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and
conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable
Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






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2.2.2 Reduction
of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration advises
the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or
number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common
Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written
contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities
as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity
securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back
registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


  


(a) If
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be
sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to Section 2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each
Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have
requested to be included in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling
Holders, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any,
as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of
other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 


(b) If
the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities,
if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section
2.2.1, pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested
be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included
in such Underwritten Offering or in such other proportions as shall mutually be agreed to by all such selling Holders, which can be sold
without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which
can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account of
other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons
or entities, which can be sold without exceeding the Maximum Number of Securities; and


 






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(c) If
the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1
hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.


 


2.2.3 Piggyback
Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdrawal from an Underwritten Shelf
Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its
intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of
the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing
such transaction. The Company (whether on its own determination or as the result of a request for withdrawal by persons pursuant to separate
written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration
(which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding
anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses
incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.


  


2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant
to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof.


 


2.3 Market
Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated
Offering), each Holder given an opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees
that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering
pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing
of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Common Stock,
except in the event the Underwriters managing the offering otherwise agree by written consent. Each Holder agrees to execute a customary
lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such
Holders).


 






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2.4 Block
Trades; Other Coordinated Offerings.


 


2.4.1 Notwithstanding
the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding
Holder wishes to engage in (a) a Block Trade or (b) an “at the market” or similar registered offering through a broker, sales
agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case with
a total offering price reasonably expected to exceed, in the aggregate, either (x) $35 million or (y) all remaining Registrable Securities
held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder shall
notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is
to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade
or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing
to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any
Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement,
prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and
comfort procedures.


 


2.4.2 Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents
(if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated
Offering prior to its withdrawal under this Section 2.4.2.


 


2.4.3 Any
Registration effected pursuant to this Section 2.4 shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten
Shelf Takedowns provided in the last sentence of Section 2.1.4. Notwithstanding anything to the contrary in this Agreement, Section
2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.


 


2.4.4 The
majority in interest of the Demanding Holder initiating such Block Trade shall have the right to select the Underwriters and any sale
agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more
reputable nationally recognized investment banks).


 






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3. REGISTRATION
PROCEDURES


 


3.1 Filings;
Information. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect
the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously
as practicable, and in connection therewith:


 


3.1.1 Filing
Registration Statement. The Company shall prepare and file with the Commission as soon as practicable a Registration Statement on
any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof,
and shall use its commercially reasonable efforts to cause such Registration Statement to become effective and use its commercially reasonable
efforts to keep it effective for the period required by Section 3.1.3.


 


3.1.2 Copies.
The Company shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge
to the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus),
and such other documents as the Holders of Registrable Securities included in such Registration or legal counsel for any such Holders
may request in order to facilitate the disposition of the Registrable Securities owned by such Holders.


 


3.1.3 Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn.


 


3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing,
notify the Holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such Holders
promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i)
when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective;
(iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent
the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such
Registration Statement or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered
by such Registration Statement, such Prospectus will not contain a Misstatement, and promptly make available to the Holders of Registrable
Securities included in such Registration Statement any such supplement or amendment; except that no less than five (5) days before filing
with the Commission a Registration Statement or Prospectus or any amendment or supplement thereto, including documents incorporated by
reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal
counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders
and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall consider such comments
in good faith before filing any Registration Statement or Prospectus or amendment or supplement thereto, including documents incorporated
by reference.


 






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3.1.5 State
Securities Laws Compliance. The Company shall (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory
to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary
to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental
authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that
may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take
any action to which it would be subject to general service of process or taxation in any such jurisdiction.


 


3.1.6 Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement or other sales
or distribution agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate
the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any such agreement which
are made to or for the benefit of any Underwriters or other placement agent or sales agent, to the extent applicable, shall also be made
to and for the benefit of the holders of Registrable Securities included in such registration statement.


 


3.1.7 Records.
The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any
Underwriter or placement agent or sales agent participating in any disposition pursuant to such registration statement and any attorney,
accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter
or placement agent or sales agent, all financial and other records, pertinent corporate documents and properties of the Company, as shall
be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees
to supply any information reasonably requested by any of them in connection with such Registration Statement; provided, however,
that such Underwriter, placement agent, sales agent or other representatives enter into a confidentiality agreement, in form and substance
reasonably satisfactory to the Company, prior to the release or disclosure of any such information.


 






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3.1.8 Opinions
and Comfort Letters. The Company shall use commercially reasonable efforts to obtain (i) a “comfort” letter (including
a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s
independent registered public accountants in the event of an Underwritten Offering, Block Trade or Other Coordinated Offering, in customary
form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter or placement
agent or sales agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders, and (ii)
an opinion and negative assurance letter, to be delivered on the date the Registrable Securities are delivered for sale pursuant to such
Registration Statement, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement
agent or sale agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of
which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
provided, however, that counsel for the Company shall not be required to provide any opinions with respect to any Holder.


 


3.1.9 Earnings
Statement. The Company shall use commercially reasonable efforts to make available to its shareholders, as soon as reasonably practicable,
an earnings statement covering a period of twelve (12) months beginning with the first day of the Company’s first full calendar
quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder.


 


3.1.10 Listing.
The Company shall cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated
for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities
are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.


  


3.1.11 Road
Show. The Company shall make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering.


 


3.1.12 Legend
Removal. Upon request of a Holder, the Company shall (i) authorize the Company’s transfer agent to
remove any legend on share certificates of such Holder’s Common Stock restricting further transfer (or any similar restriction in
book entry positions of such Holder) if such restrictions are no longer required by the Securities Act or any applicable state securities
laws or any agreement with the Company to which such Holder is a party, including if such shares subject to such a restriction have been
sold on a Registration Statement and are no longer held by an affiliate of the Company, (ii) request the Company’s transfer agent
to issue in lieu thereof shares of Common Stock without such restrictions to the Holder upon, as applicable, surrender of any stock certificates
evidencing such shares of Common Stock, or to update the applicable book entry position of such Holder so that it no longer is subject
to such a restriction, and (iii) use commercially reasonable efforts to cooperate with such Holder to have such Holder’s shares
of Common Stock transferred into a book-entry position at The Depository Trust Company, in each case, subject to delivery of customary
documentation, including any documentation required by such restrictive legend or book-entry notation.


 






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3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3 Information.
The Holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter
or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments
and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Article
2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. Notwithstanding anything
in this Agreement to the contrary, if any Holder does not provide such information, the Company may exclude such Holder’s Registrable
Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such
information is necessary to effect the Registration and such Holder continues thereafter to withhold such information. No person may participate
in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration initiated by
the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any arrangements approved
by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting
or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of
a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable
Securities to be included in such Registration.


 


3.4 Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1 Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall
forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable
after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed (any such
period, a “Suspension Period”).


 


3.4.2 If
the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require
the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable
to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board, be
seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial
effectiveness or continued use at such time, the Company may, upon giving prompt notice of such action to the Holders, delay the filing
or initial effectiveness of, or suspend use of, such Registration Statement for a period of not more than sixty (60) consecutive days
after the request of the Holders is given (any such period, a “Blackout Period”). In the event the Company exercises
its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above,
their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. Parent shall
immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. Notwithstanding
anything to the contrary in this Section 3.4, in no event shall any Suspension Period or any Blackout Period continue for more
than one-hundred twenty (120) days in the aggregate during any 365-day period.


 






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3.4.3 (a)
During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of,
and ending on a date three hundred and sixty five (365) days after the effective date of, a Company-initiated Registration and provided
that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf,
or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are
unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice
of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or Section 2.4.


 


3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly
furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action
as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock
held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon
the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether
it has complied with such requirements.


 


4. INDEMNIFICATION
AND CONTRIBUTION


 


4.1 Indemnification
by the Company. To the extent permitted by law and subject to the limitations set forth in Section 4.4.3 hereof , the Company
agrees to indemnify and hold harmless each Holder of Registrable Securities, and each of their respective officers, employees, affiliates,
directors, partners, members, attorneys and agents, and each person, if any, who controls a Holder of Registrable Securities (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”),
from and against all losses, judgments, claims, damages, liabilities and out-of-pocket expenses, whether joint or several, arising out
of or based upon any Misstatement or alleged Misstatement contained in any Registration Statement or Prospectus; provided, however,
that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim or proceeding
if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, and the Company will
not be liable in any such case to the extent that any such losses, judgments, claims, damages, liabilities or out-of-pocket expenses arises
out of or is based upon any Misstatement or alleged Misstatement made in such Registration Statement or Prospectus in reliance upon and
in conformity with information furnished to the Company, in writing, by a Holder Indemnified Party expressly for use therein.


 






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4.2 Indemnification
by Holders of Registrable Securities. In connection with any Registration Statement in which the Holder of Registrable Securities
is participating, to the extent permitted by law and subject to the limitations set forth in Section 4.4.3 hereof, each selling
Holder of Registrable Securities will, in the event that any Registration is being effected under the Securities Act pursuant to this
Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its directors and
officers, legal counsel and accountants for the Company and each Underwriter or placement agent or sales agent (if any), and each other
selling Holder and each other person, if any, who controls the Company, another selling holder or such Underwriter or placement agent
or sales agent within the meaning of the Securities Act, against any losses, claims, judgments, damages, liabilities and out-of-pocket
expenses, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any Misstatement or alleged Misstatement contained in any Registration Statement, if the Misstatement or
alleged Misstatement was made in reliance upon and in conformity with information furnished in writing to the Company by such selling
Holder expressly for use therein; provided, however, that the indemnity agreement contained in this Section 4.2 shall not
apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder,
which consent shall not be unreasonably withheld. Each selling Holder’s indemnification obligations hereunder shall be several and
not joint and several and shall be limited to the amount of any net proceeds actually received by such selling holder, except in the case
of fraud or willful misconduct by such Holder.


  


4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or Section 4.2, such person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify
such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action;
provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the
Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim
or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel
satisfactory to the Indemnified Party provided, that, if (i) the Indemnified Party shall have reasonably concluded that there may
be one or more legal or equitable defenses available to it which are additional to or conflict with those available to the Indemnifying
Party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder,
or (ii) such action seeks an injunction or equitable relief against the Indemnified Party or involves actual or alleged criminal
activity, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of the Indemnified Party without
such Indemnified Party’s prior written consent and the Indemnifying Party shall reimburse the Indemnified Party and its controlling
persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party
for that portion of the fees and expenses of any counsel retained by the Indemnified Party which is reasonably related to the matters
covered by the indemnity provided hereunder. After notice from the Indemnifying Party to the Indemnified Party of its election to assume
control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation;
provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the
Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified
Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought
by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party
if, in the reasonable judgment of the Indemnified Party, representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the
Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such
judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 






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4.4 Contribution


 


4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party
in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage,
liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying
Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference
to, among other things, whether the Misstatement or alleged Misstatement relates to information supplied by such Indemnified Party or
such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such Misstatement or alleged Misstatement.


 


4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.


 


4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section
4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) with respect to any action shall be entitled to contribution in such action from any person who was not guilty
of such fraudulent misrepresentation.


 






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5. MISCELLANEOUS


 


5.1 Other
Registration Rights. Except as provided in the Subscription Agreements, the Company represents and warrants that no person, other
than the holders of the Registrable Securities, has any right to require the Company to register any shares of the Company’s capital
stock for sale or to include shares of the Company’s capital stock in any registration filed by the Company for the sale of shares
of capital stock for its own account or for the account of any other person.


 


5.2 Acknowledgment.
The Holders hereby agree and acknowledge that their respective Registrable Securities (other than their respective Registrable Securities
acquired in the public market or pursuant to a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant
to a subscription agreement where the issuance of Registrable Securities occurs on or after the closing of the Merger) are subject to
the lock-up provisions set forth in (a) with respect to the Sponsor, Section 3 of that certain letter agreement, dated as of the date
hereof, by and among Omnichannel, the Sponsor, Legacy Kin and the other parties thereto, and (b) with respect to the Kin Equityholders,
the lock-up agreement, dated as of the date hereof, between the Kin Equityholders and the Company.


 


5.3 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or
delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities
hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit
of each of the parties, to the permitted assigns of the Holders or holder of Registrable Securities or of any assignee of the Holders
or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party
hereto other than as expressly set forth in Article 4 and this Section 5.3.


 


5.4 Modifications,
Amendments and Waivers. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities,
compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,
covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification
would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder
will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse
in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the
Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or
the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 






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5.5 Termination
of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification
or similar rights of the Holders with respect to any shares or securities of the Company or Legacy Kin granted under any other agreement,
including, but not limited to, the Prior Agreement and that certain Amended and Restated Investors’ Rights Agreement, dated as of
May 7, 2020, by and among Legacy Kin and the other parties thereto, any of such preexisting registration, qualification or similar rights
and such agreements shall be terminated and of no further force and effect.


 


5.6 Term.
This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The
provisions of Article IV shall survive any termination.


  


5.7 Notices.
All notices, requests, claims, demands and other communications among the parties hereto shall be in writing and shall be deemed to have
been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered
or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery
service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as
follows:


 


If to Omnichannel (prior to the Closing Date),
to:


 


Omnichannel Acquisition Corp.


485 Springfield Avenue, #8


Summit, New Jersey 07901


Attn: Matt Higgins; Austin Simon


Email: mhiggins@omnichannelcorp.com; asimon@omnichannelcorp.com


 


with copies (which shall not constitute notice) to:


 


Winston & Strawn LLP


200 Park Avenue


New York, NY 10166


Attn: Brad Vaiana; Kyle Gann; David Sakowitz


Email: bvaiana@winston.com; kgann@winston.com; dsakowitz@winston.com


 


If to the Company (on or after the Closing Date),
to:


 


Kin Insurance, Inc.

55 W. Monroe, Suite 2200


Chicago, IL 60603


Email: Legal@kin.com


 






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with copies (which shall not constitute notice) to:


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, Texas 77002


Attention: John Greer


Email: John.Greer@lw.com


 


or to such other address as Omnichannel or the
Company, as applicable, may have previously furnished to the others in writing in the manner set forth above. If to any Holder, to such
address indicated on (i) prior to the Closing Date, Legacy Kin’s or Omnichannel’s records, as applicable, with respect to
such Holder or to such other address or addresses as such Holder may from time to time designate in writing and (ii) on or after the Closing
Date, the Company’s records with respect to such Holder or to such other address or addresses as such Holder may from time to time
designate in writing.


 


5.8 Further
Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their
votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect
to this Agreement and every provision hereof.


 


5.9 Governing
Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions
contemplated hereby, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the State of Delaware.


 


5.10 Waiver
of Jury Trial. THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING,
CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREE AND CONSENT THAT ANY
SUCH PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE
AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,
(B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY
AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 5.10.


 






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5.11 Submission
to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery
Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal
court sitting in Wilmington, Delaware), for the purposes of any proceeding, claim, demand, action or cause of action (a) arising under
this Agreement or (b) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement
or any of the transactions contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue of any
such proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court
that any such proceeding has been brought in an inconvenient forum. Each party hereby irrevocably and unconditionally waives, and agrees
not to assert, by way of motion or as a defense, counterclaim or otherwise, in any proceeding claim, demand, action or cause of action
against such party (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the
parties hereto in respect of this Agreement or any of the transactions contemplated hereby, (A) any claim that such party is not personally
subject to the jurisdiction of the courts as described in this Section 5.11 for any reason, (B) that such party or such party’s
property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C)
that (x) the proceeding, claim, demand, action or cause of action in any such court is brought against such party in an inconvenient forum,
(y) the venue of such proceeding, claim, demand, action or cause of action against such party is improper or (z) this Agreement, or the
subject matter hereof, may not be enforced against such party in or by such courts. Each party agrees that service of any process, summons,
notice or document by registered mail to such party’s respective address in accordance with Section 5.7 shall be effective
service of process for any such proceeding, claim, demand, action or cause of action.


 


5.12 Remedies.
The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur
in the event that the parties hereto do not perform their obligations under the provisions of this Agreement in accordance with its specified
terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (i) such parties shall be entitled to an injunction,
specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions
hereof and thereof, without proof of damages and without posting a bond, prior to the valid termination of this Agreement, this being
in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral
part of the transactions contemplated hereby and without that right, none of the parties hereto would have entered into this Agreement.
Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other
parties hereto have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at
law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in accordance with this Section 5.12 shall not be required to provide any
bond or other security in connection with any such injunction.


 






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5.13 Entire
Agreement. This Agreement and any other documents, instruments and certificates explicitly referred to herein, constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings,
both written and oral, among the parties hereto or any of their respective subsidiaries with respect to the subject matter hereof. No
representations, warranties, covenants, understandings, agreements, oral or otherwise, with respect to the subject matter contemplated
by this Agreement exist between the parties hereto, except as expressly set forth or referenced in this Agreement.


 


5.14 Severability.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable
law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, all other
provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated
hereby are not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision
of this Agreement is invalid, illegal or unenforceable under applicable law, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


5.15 Captions.
The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.


 


5.16 Counterparts;
Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
or any joinder to this Agreement by electronic means, including DocuSign, e-mail, or scanned pages shall be effective as delivery of a
manually executed counterpart to this Agreement.


 


5.17 Several
Liability. The liability of any Holder hereunder is several (and not joint). Notwithstanding any other provision of this Agreement,
in no event will any Holder be liable for any other Holder’s breach of such other Holder’s obligations under this Agreement.


 


5.18 Effectiveness.
Termination if Business Combination Agreement is Terminated. This Agreement shall be valid and enforceable as of the date of this Agreement
and may not be revoked by any party hereto; provided, however, that the provisions herein shall not be effective until the consummation
of the Merger. In the event the Business Combination Agreement is terminated in accordance with its terms, this Agreement shall automatically
terminate and be of no further force and effect.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


 


	 	Omnichannel acquisition corp.
	 	 	 
	 	By:	/s/ Matt Higgins
	 		Name: 	Matt Higgins
	 		Title:	Chief Executive Officer
	 	 	 
	 	Omnichannel Sponsor, LLC
	 	 	 
	 	By: Videre Horizon LLC, its Manager
	 	 	 
	 	By:	/s/ Matt Higgins
	 		Name: 	Matt Higgins
	 		Title:	President


 


[Signature Page to Registration Rights Agreement]


 




    


     


    

 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	[ ● ]



 


[Signature Page to Registration Rights Agreement]


 



    


     


    

 


SCHEDULE A


 


Legacy Kin Equityholders


 	●	August Capital VII, L.P.
	●	Sean Harper
	●	Lucas Ward
	●	Angel Conlin
	●	Joshua Cohen
	●	Bret Harper
	●	HS Santanoni LP
	●	HSCM F1 Master Fund Ltd.
	●	HSCM Bermuda Fund Ltd.
	●	HSCM Bermuda Insurtech Fund LP
	●	HS Opalescent LP
	●	HSCM Ventures Fund 2 LP
	●	Commerce Ventures II, LP
	●	Commerce Ivy II-A, LLC