Exhibit 10.6 


 


EXECUTION VERSION




 


FORM OF DIRECTOR NOMINATION AGREEMENT


 


THIS DIRECTOR NOMINATION AGREEMENT
(this “Agreement”) is made and entered into as of [___], 2021 (the “Effective Time”),
by and between Kin Insurance, Inc. (formerly known as Omnichannel Acquisition Corp.), a Delaware corporation (the “Company”),
and Omnichannel Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but
not otherwise defined in this Agreement have the respective meanings given to them in the Business Combination Agreement (as defined below).


 


WHEREAS, the Company and certain
of its affiliates have consummated the business combination and the other transactions (collectively, the “Transactions”)
contemplated by the Business Combination Agreement, dated as of July 16, 2021 (the “Business Combination Agreement”),
by and among the Company, Omnichannel Merger Sub, Inc., a Delaware corporation, and Kin Insurance, Inc., a Delaware corporation;


 


WHEREAS, in its capacity as
the sponsor of the Company prior to completion of the Business Combination, the Sponsor desires that, after giving effect to the Transactions,
it will continue to have representation on the board of directors of the Company (the “Board”) so as to continue
to create value for its direct and indirect equityholders; and


 


WHEREAS, in furtherance of
the foregoing, the Sponsor desires to have certain director nomination rights with respect to the Company, and the Company desires to
provide the Sponsor with such rights, in each case, on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged,
each of the parties to this Agreement agrees as follows:


 


ARTICLE
I

NOMINATION RIGHT


 


Section 1.1 Board
Nomination Right.


 


(a) From
the Effective Time until the termination of this Agreement in accordance with Section 2.1, at every meeting of the Board, or a
committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to
stand for election and elected by stockholders of the Company, the Sponsor shall have the right to appoint or nominate Matt Higgins for
election to the Board, to serve as a director of the Company (the “First Nominee”, and any individual appointed
or nominated by the Sponsor for election to the Board pursuant to this Section 1.1(a) or Section 1.1(b), a “Nominee”);
provided, however, that in the event that a vacancy on the Board is created at any time by the death, retirement, disability, removal
or resignation of the First Nominee, the rights of the Sponsor pursuant to this Section 1.1(a) shall automatically terminate and
be of no further force or effect.


 




     


     


    

 


(b) From
the Effective Time until the fifteen (15) month anniversary of the Effective Time, at every meeting of the Board, or a committee thereof,
or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election
and elected by stockholders of the Company, the Sponsor shall have the right to appoint or nominate a second (2nd) Nominee as shall have
been designated by the Sponsor in writing to the Company, who is independent for New York Stock Exchange and audit committee purposes;
provided, that such Nominee shall be reasonably acceptable to the Company (the “Other Nominee” and, together
with the First Nominee, the “Nominees”).


 


(c) For
so long as required pursuant to Section 1.1(a) or 1.1(b), as applicable, the Company shall take all actions necessary (including,
without limitation, calling special meetings of the Board and the stockholders of the Company and recommending, supporting and soliciting
proxies) to ensure that: (i) each Nominee is included in the Board’s slate of nominees to the stockholders of the Company for the
election of directors of the Company and recommended by the Board at any meeting of stockholders called for the purpose of electing directors
of the Company; and (ii) when a Nominee is up for election, such Nominee is included in the proxy statement prepared by management
of the Company in connection with the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting
of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement
thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election
of directors of the Company.


 


(d) If
the Other Nominee ceases to serve for any reason, the Sponsor shall, subject to the Sponsor then being entitled to nominate such individual
for election or appointment as a director pursuant to Section 1.1(b), be entitled to designate and appoint or nominate such person’s
successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee; provided,
that such successor shall be reasonably acceptable to the Company.


 


(e) If
at any time the Sponsor is no longer entitled to nominate a particular Nominee pursuant to Section 1.1(a) or 1.1(b), as
applicable, then upon receipt of a request from the Company to the Sponsor or the applicable Nominee, such Nominee shall (and the Sponsor
shall cause such Nominee to) immediately tender his resignation as a member of the Board.


 


(f) Upon
a Nominee’s election or appointment to the Board, as applicable, the Company shall indemnify such Nominee on the same basis as all
other members of the Board and pursuant to an indemnity agreement with terms that are no less favorable to such Nominee than the indemnity
agreements entered into between the Company and its other non-employee directors.


 


(g) The
Nominees shall be entitled to compensation (including equity awards) that is consistent with the compensation received by other non-employee
directors of the Company. In addition, the Company shall pay the reasonable, documented, out-of-pocket expenses incurred by each Nominee
in connection with his or her services provided to or on behalf of the Company and its Subsidiaries, including attending Board and committee
meetings or events attended on behalf of the Company or at the Company’s request.


 




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(h) The
Sponsor shall use its reasonable best efforts to cause each of the Nominees to comply with any qualification requirements for members
of the Board set forth in the certificate of incorporation, bylaws or other organizational documents of the Company, and all policies,
procedures, processes, codes, rules, standards and guidelines applicable to members of the Board, including the Company’s code of
business conduct and ethics, any related person transactions approval policy, any securities trading policies, any confidentiality policy
applicable to the applicable Nominee and any corporate governance guidelines, and preserve the confidentiality of the Company’s
business information, including the discussions of matters considered in meetings of the Board or any committee thereof, at all times
that such Nominee serves as a member of the Board.


 


ARTICLE
II
miscellaneous


 


Section 2.1 Termination.
This Agreement shall terminate automatically and become void and of no further force or effect, without any notice or other action by
any Person, as of the twenty-four (24)-month anniversary of the Effective Time.


 


Section 2.2 Notices.
All notices, requests, claims, demands and other communications among the parties 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, to:


 


Kin Insurance, Inc.

55 W. Monroe, Suite 2200

Chicago, IL 60603

Attn: Bret Harper

Email: Legal@kin.com


 


with a copy (which shall
not constitute notice) to:


 


Latham & Watkins
LLP

811 Main Street

Houston, Texas 77002

Attn: John Greer

Email: john.greer@lw.com


 


If to Sponsor, to:


 


485 Springfield Avenue, #8


Summit, New Jersey 07901


Attn: Austin Simon; Matt Higgins


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








 




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with a copy (which shall not constitute notice) to:


 


Winston & Strawn LLP

200 Park Avenue

New York, NY 10166-4193


Attention: Bradley C. Vaiana, Esq.;
Kyle Gann, Esq.


E-mail: bvaiana@winston.com; kgann@winston.com


 


or to such other address as the party to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.


 


Section 2.3  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 is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision of this
Agreement is invalid, illegal or unenforceable under applicable Law, the parties 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.


 


Section 2.4 Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned, directly or indirectly, including by operation of Law, by any party hereto without the prior written consent
of the other party hereto, except notwithstanding any of the foregoing, the Sponsor may, in connection with a transfer of shares of the
Company’s common stock to one of its Affiliates, assign its rights and obligations hereunder to such Affiliate transferee, in which
case the prior consent of the Company shall not be required.


 


Section 2.5 No
Third Party Beneficiaries. This Agreement is exclusively for the benefit of the parties hereto, and their respective successors
and permitted assigns, and this Agreement shall not be deemed to confer upon or give to any other third party any remedy, claim, liability,
reimbursement, cause of action or other right by virtue of any applicable law in any jurisdiction to enforce any of the terms to this
Agreement.


 


Section 2.6 Entire
Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement
and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter
of this Agreement. Each party hereto acknowledges and agrees that, in entering into this Agreement, such party has not relied on any promises
or assurances, written or oral, that are not reflected in this Agreement.


 


Section 2.7 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.


 




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Section 2.8 Jurisdiction;
WAIVER OF TRIAL BY JURY. Any Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated
hereby may be brought in federal and state courts located in the State of Delaware, and each of the parties 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 the Borough of Manhattan, State of New York, New York County),
for the purposes of any Proceeding, claim, demand, action or cause of action arising under this Agreement, 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 arising under this Agreement. Nothing herein contained shall be deemed to affect the right of any party
hereto to serve process in any manner permitted by Law or to commence Proceedings or otherwise proceed against the other party hereto
in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 2.8. 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 ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN
RESPECT OF THIS AGREEMENT OR 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 2.8.


 


Section 2.9 Specific
Performance. The parties hereto acknowledge that the rights of each party hereto to consummate the transactions contemplated
hereby are unique and recognize and affirm that in the event of a breach of this Agreement by any party hereto, money damages may be inadequate
and such non-breaching party may have no adequate remedy at law. Accordingly, the parties hereto agree that such non-breaching party shall
have the right to enforce its rights and the other party’s obligations hereunder by an action or actions for specific performance
and/or injunctive relief (without posting of bond or other security), including any order, injunction or decree sought by such non-breaching
party to cause the other party to perform its/their respective agreements and covenants contained in this Agreement and to cure breaches
of this Agreement, without the necessity of proving actual harm and/or damages or posting a bond or other security therefore. Each party
hereto further agrees that the only permitted objection that it may raise in response to any action for any such equitable relief is that
it contests the existence of a breach or threatened breach of this Agreement.


 




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Section 2.10 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page 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.


 


Section 2.11 Amendment.
This Agreement may be amended, modified or supplemented at any time only by the written consent of all of the parties hereto, and any
amendment, modification or supplement so effected shall be binding on all such parties.


 


Section 2.12 Rights
Cumulative. Except as otherwise expressly limited by this Agreement, all rights and remedies of each of the parties hereto
under this Agreement will be cumulative, and the exercise of one or more rights or remedies will not preclude the exercise of any other
right or remedy available under this Agreement or law.


 


Section 2.13 Further
Assurances. Each of the parties hereto shall execute and deliver such further instruments and do such further acts and things
as may be required to carry out the intent and purpose of this Agreement.


 


Section 2.14 Enforcement.
Each of the parties hereto covenants and agrees that the disinterested members of the Board have the right to enforce, waive or take any
other action with respect to this Agreement on behalf of the Company.


 


Section 2.15 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.


 


[Signature Page Follows.]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as a deed as of the date first written above.


 


	 	KIN INSURANCE, INC.
	 	 	 
	 	By:	 
	 	Name: 	                         
	 	Title:	


 


[Signature Page to Director Nomination Agreement]


 



     


     


    

 


	 	OMNICHANNEL SPONSOR, LLC
	 	 	 
	 	By:	 
	 	Name:	                         
	 	Title:	 


 


[Signature Page to Director Nomination Agreement]