Exhibit 10.5


 


Final Form


 


LOCKUP AGREEMENT


 


This Lockup Agreement is dated as of July 19, 2021
and is between Omnichannel Acquisition Corp., a Delaware corporation (the “Company”) and each of the parties
identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form
of Exhibit B hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively,
the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to
them in the Business Combination Agreement (as defined below).


 


BACKGROUND:


 


WHEREAS, the Company, Omnichannel Merger
Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Legacy
Kin entered into a Business Combination Agreement (as amended or modified from time to time, the “Business Combination Agreement”),
dated as of the date hereof, pursuant to which, among other things, Merger Sub will merge with and into Legacy Kin, with Legacy Kin continuing
on as the surviving entity (the “Surviving Corporation”) and a wholly owned subsidiary of the Company, on the
terms and conditions set forth therein (the “Merger”);


 


WHEREAS, the Stockholder Parties own equity
interests in Kin Insurance, Inc., a Delaware corporation (“Legacy Kin”), and will, following the Merger, own
equity interests in the Company;


 


WHEREAS, immediately following the Merger,
the Company will change its name to “Kin Insurance, Inc.” and, concurrently, Legacy Kin will be renamed; and


 


WHEREAS, in connection with the Merger and
as inducement for the Company and Merger Sub to enter into the Merger Agreement, the parties hereto wish to set forth herein certain understandings
between such parties with respect to restrictions on transfer of equity interests in the Company.


 


NOW, THEREFORE, the parties agree as follows:


 


ARTICLE I


INTRODUCTORY MATTERS


 


1.1       Defined
Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with
initial capital letters:


 


“Affiliate” has the meaning
ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.


 


“Agreement” means this
Lockup Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms
hereof.


 


“Business Combination Agreement”
has the meaning set forth in the Background.


 






     


     


    

 


“Change of Control” means
any transaction or series of transactions (A) following which a Person or “group” (within the meaning of Section 13(d) of
the Exchange Act) of Persons (other than the Company, the Surviving Corporation or any of their respective Subsidiaries), has direct or
indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing fifty percent (50%) or
more of the voting power of or economic rights or interests in the Company, the Surviving Corporation or any of their respective Subsidiaries,
(B) constituting a merger, consolidation, reorganization or other business combination, however effected, following which either (1) the
members of the Board of Directors of the Company or the Surviving Corporation immediately prior to such merger, consolidation, reorganization
or other business combination do not constitute at least a majority of the Board of Directors of the company surviving the combination
or, if the Surviving Corporation is a Subsidiary, the ultimate parent thereof or (2) the voting securities of the Company, the Surviving
Corporation or any of their respective Subsidiaries immediately prior to such merger, consolidation, reorganization or other business
combination do not continue to represent or are not converted into fifty percent (50%) or more of the combined voting power of the then
outstanding voting securities of the Person resulting from such combination or, if the Surviving Corporation is a Subsidiary, the ultimate
parent thereof, or (C) the result of which is a sale of all or substantially all of the assets of the Company or the Surviving Corporation
(as appearing in its most recent balance sheet) to any Person.


 


“Closing Date” means
the date of the closing of the Merger.


 


“Common Stock” means
the common stock, par value $0.0001 per share, of the Company, following the consummation of the Merger.


 


“Company” has the meaning
set forth in the Preamble.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from
time to time.


 


“Governmental Entity”
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).


 


“Immediate Family Member”
means any person that is related by blood or current or former marriage or adoption, in each case that is not more remote than a first
cousin.


 


“Legacy Kin” has the
meaning set forth in the Background.


 


“Lock-up Period” has
the meaning set forth in Section 2.1(a).


 


“Lock-up Shares” means
with respect to any Stockholder Party and its respective Permitted Transferees, (A) the shares of Common Stock held by such Person immediately
following the closing of the Merger (other than any shares purchased pursuant to a Subscription Agreement) and (B) the shares of Common
Stock issuable to such Person upon the settlement or exercise of restricted stock units, stock options or other equity awards outstanding
as of immediately following the closing of the Merger in respect of awards of Legacy Kin outstanding immediately prior to the closing
of the Merger, determined as if, with respect to any such equity awards that are net exercised, such equity awards were instead cash exercised.


 






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“Merger” has the meaning
set forth in the Background.


 


“Merger Sub” has the
meaning set forth in the Background.


 


“Permitted Transferees”
means, prior to the expiration of the Lock-up Period, any Person to whom such Stockholder Party or any other Permitted Transferee of such
Stockholder Party is permitted to transfer such shares of Common Stock pursuant to Section 2.1(b).


 


“Release” has the meaning
set forth in Section 2.1(f).


 


“Sponsor Agreement” means
the letter agreement, dated as of the date hereof, by and among the Company, Omnichannel Sponsor LLC (the “Sponsor”),
Legacy Kin and the officers and directors of the Company party thereto.


 


“Sponsor Agreement Amendment”
has the meaning set forth in Section 2.1(f).


 


“Stockholder Parties”
has the meaning set forth in the Preamble.


 


“Subscription Agreement”
means a Subscription Agreement, dated as of the date hereof, by and between a Stockholder Party and the Company.


 


“Surviving Corporation”
has the meaning set forth in the Background.


 


“Trading Day” means any
day on which shares of Common Stock are actually traded on the principal securities exchange or securities market on which shares of Common
Stock are then traded.


 


“Transfer” means the
(A) sale of, offer to sell, contract or agreement to sell, hypothecation or pledge of, grant of any option to purchase or otherwise dispose
of or agreement to dispose of, in each case, 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).


 


1.2       Construction.
Unless the context otherwise requires: (a) “including” (and with correlative meaning “include”) means including
without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by
the words “without limitation”; (b) “or” is disjunctive but not exclusive, (c) words in the singular include
the plural, and in the plural include the singular, and (d) the words “hereof”, “herein”, and “hereunder”
and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this
Agreement, and references to “Sections” are to sections of this Agreement unless otherwise specified. The parties have participated
jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 






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ARTICLE II


LOCKUP


 


2.1       Lockup.


 


(a)       Subject
to the exclusions in Section 2.1(b), each Stockholder Party agrees that it, he or she shall not Transfer any Lock-up Shares until
the earlier of (A) one year after the Closing Date and (B) subsequent to the Closing Date, (x) if the closing price of the Common Stock
equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date or (y) the date on which the
Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the
Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Lock-up
Period”).


 


(b)       Notwithstanding
Section 2.1(a) above, each Stockholder Party or any of its Permitted Transferees may Transfer any Lock-up Shares it holds during
the Lock-up Period: (i) to other Stockholder Parties or any direct or indirect partners, members or equity holders of such Stockholder
Party, any Affiliate of such Stockholder Party or any related investment funds or vehicles controlled or managed by such Stockholder Party
or its Affiliates; (ii) by bona fide gift or gifts, including to a charitable organization; (iii) in the case of an individual, by virtue
of laws of descent and distribution upon death of such individual; (iv) to any trust, partnership, limited liability company or other
entity for the direct or indirect benefit of the undersigned or the Immediate Family Member of the undersigned; (v) to any Immediate Family
Member or other dependent; (vi) to a nominee or custodian of a person to whom a disposition or transfer would be permissible under clauses
(ii) through (v) above; (vii) pursuant to an order or decree of a Governmental Entity; (viii) to the Company or its subsidiary or parent
entities upon death, disability or termination of employment, in each case, of such holder; (ix) pursuant to a bona fide tender offer,
merger, consolidation or other similar transaction, in each case made to all holders of Common Stock, involving a Change of Control (including
negotiating and entering into an agreement providing for any such transaction); provided, however, that in the event that such tender
offer, merger, consolidation or other such transaction is not completed, such Stockholder Party’s shares shall remain subject to
the provisions of this Section 2.1; (x) to the Company (1) pursuant to the exercise, in each case on a “cashless” or
“net exercise” basis, of any option to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements
which are set to expire during the Lock-up Period, where any shares received by the undersigned upon any such exercise will be subject
to the terms of this Section 2.1, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as
a result of the exercise of any option to purchase shares or the vesting of any restricted stock awards granted by the Company pursuant
to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-up Period, in each case on a “cashless”
or “net exercise” basis, where any shares received by such Stockholder Party upon any such exercise or vesting will be subject
to the terms of this Section 2.1, or (xi) in any transaction relating to Common Stock acquired by the undersigned in open market
transactions; or (xii) with the prior written consent of the Company; provided that:


 


(i)       in
the case of each transfer or distribution pursuant to clauses (i) through (vii) above, (a) each donee, trustee, distributee or transferee,
as the case may be, agrees to be bound in writing by the restrictions set forth in this Section 2.1; and (b) any such transfer
or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the
transferor or distributor receives (x) equity interests of such transferee or (y) such transferee’s interests in the transferor;
and


 






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(ii)       in
the case of each transfer or distribution pursuant to clauses (ii) through (vii) above, if any public reports or filings (including filings
under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily
made during the Lock-up Period (x) such Stockholder Party shall provide the Company prior written notice informing them of such report
or filing and (y) such report or filing shall disclose that such donee, trustee, distributee or transferee, as the case may be, agrees
to be bound in writing by the restrictions set forth herein.


 


(c)       Each
Stockholder Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during
the applicable Lock-up Period so long as no Transfers of such Stockholder Party’s shares of Common Stock in contravention of this
Section 2.1 are effected prior to the expiration of the applicable Lock-up Period.


 


(d)       Each
Stockholder Party also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such
Stockholder Party’s Lock-up Shares describing the foregoing restrictions.


 


(e)       For
the avoidance of doubt, each Stockholder Party shall retain all of its rights as a stockholder of the Company with respect to the Lock-up
Shares during the Lock-up Period, including the right to vote any Lock-up Shares.


 


(f)       Notwithstanding
anything to the contrary in this Agreement, if either (i) any waiver, release, termination, shortening or other amendment or modification
to the Sponsor Agreement (“Sponsor Agreement Amendment”) occurs which improves the terms of the lock-up of any
shares of Common Stock held by the Sponsors immediately following the Closing (but for the avoidance of doubt, not warrants to acquire
shares of Common Stock or shares of Common Stock issuable upon the exercise of such warrants), or (ii) the Company waives, releases, terminates,
shortens, or otherwise amends or modifies the restrictions in this Agreement as to any Stockholder Party(ies) (each of the events in (i)
or (ii), a “Release”), then the Release shall apply pro rata and on the same terms to the lock-up on each Stockholder
Party’s Lock-up Shares hereunder and the provisions of this Section 2.1 shall be deemed immediately and automatically waived,
released, terminated, shortened, amended or modified, as the case may be, without further action of the parties. For the avoidance of
doubt, the provisions of this Section 2.1 shall not be deemed waived, released, terminated, shortened, amended or modified if any
such waiver, release, termination, shortening, amendment or modification would further obligate or is otherwise adverse to the holders
of Lock-up Shares hereunder; provided, however, that in any such circumstances the holders of Lock-up Shares hereunder shall be granted
equal opportunity to participate in such Release on equal terms to the parties thereto prior to the effectiveness thereof. Prior to any
Sponsor Agreement Amendment or Release, the Company will provide reasonable advance written notice (in no case less than five (5) Trading
Days) to each Stockholder Party indicating that the Company plans to take a specified action with respect to the Sponsor Agreement or
Release and setting forth the terms of any such Sponsor Agreement Amendment or Release.


 






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(g)       Each
Stockholder Party agrees not to Transfer any Lock-up Shares in violation of this Agreement.


 


ARTICLE III


GENERAL PROVISIONS


 


3.1       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 the Company 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 the Company may have previously furnished
to the others in writing in the manner set forth above. If to any Stockholder Party, to such address indicated on the Company’s
records with respect to such Stockholder Party or to such other address or addresses as such Stockholder Party may from time to time designate
in writing.


 


3.2       Amendment.
This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing, executed by the Company,
the Sponsor and the Stockholder Parties holding a majority of the shares then held by the Stockholder Parties in the aggregate as to which
this Agreement has not been terminated, executed in the same manner as this Agreement and which makes reference to this Agreement. This
Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any party
or parties hereto effected in a manner which does not comply with this Section 3.2 shall be null and void, ab initio.


 


3.3       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.


 


3.4       Assignment.
No party hereto shall assign, delegate or otherwise transfer this Agreement or any part hereof without the prior written consent of the
other parties hereto. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 3.4 shall
be null and void, ab initio.


 


3.5       Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors
and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights,
benefits or remedies of any nature whatsoever under or by reason of this Agreement; other than the Sponsor who shall be a third party
beneficiary to this Agreement.


 


3.6       Waiver.
Any agreement on the part of any party hereto to any waiver of any term or condition of this Agreement shall be valid only if set forth
in a written instrument signed on behalf of such party and the Sponsor. Any waiver of any term or condition shall not be construed as
a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of
this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of such rights.


 






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3.7       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.


 


3.8       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 3.8.


 


3.9       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 3.9 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
3.1 shall be effective service of process for any such proceeding, claim, demand, action or cause of action.


 






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3.10       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 3.10 shall not be required to provide any
bond or other security in connection with any such injunction.


 


3.11       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.


 


3.12       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.


 


3.13       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.


 


3.14       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.


 


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


 


3.16       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 (other than this Article III) 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 hereto have executed
this Lockup Agreement on the day and year first above written.


 





	 	Omnichannel Acquisition Corp.
	 	 
	 	By:	  
	 	 	Name:	     
	 	 	Title:	 


 


[Signature Page to Lock-up
Agreement]

 




     


     


    

 


	 	[STOCKHOLDER PARTY]
	 	 
		By:	             



 


[Signature Page to Lock-up Agreement]


 



     


     


    

 


Exhibit A


 


[●]


 


[Signature Page to Lock-up Agreement]


 



     


     


    

 


Exhibit B


 


FORM OF JOINDER TO LOCKUP
AGREEMENT


 


[______], 20__


 


Reference is made to the Lockup Agreement, dated as of [•], 2021,
by and among Omnichannel Acquisition Corp. (the “Company”) and the other Stockholder Parties (as defined therein) from
time to time party thereto (as amended from time to time, the “Lockup Agreement”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Lockup Agreement.


 


Each of the Company and each undersigned holder of shares of the Company
(each, a “New Stockholder Party”) agrees that this Joinder to the Lockup Agreement (this “Joinder”)
is being executed and delivered for good and valuable consideration.


 


Each undersigned New Stockholder Party hereby agrees to and does become
party to the Lockup Agreement as a Stockholder Party. This Joinder shall serve as a counterpart signature page to the Lockup Agreement
and by executing below each undersigned New Stockholder Party is deemed to have executed the Lockup Agreement with the same force and
effect as if originally named a party thereto.


 


This Joinder may be executed in multiple counterparts, including by
means of facsimile or electronic signature, each of which shall be deemed an original, but all of which together shall constitute the
same instrument.


 


[Remainder of Page Intentionally Left Blank.]


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned have duly executed
this Joinder as of the date first set forth above.


 


	 	[NEW STOCKHOLDER PARTY]
	 	 
	 	By:	 
	 	 	Name:	           
	 	 	Title	 
	 	 	 
	 	Omnichannel Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Joinder to Lock-up Agreement]