Exhibit 10.4


 


EXECUTION VERSION


 


July 19, 2021


 


Omnichannel Acquisition Corp.


485 Springfield Avenue #8

Summit, NJ 07901


 


Kin Insurance, Inc.


55 W. Monroe, Suite 2200


Chicago, IL 60603


 


	Re:	Sponsor Agreement


 


Ladies and Gentlemen:


 


This letter (this “Sponsor Agreement”)
is being delivered to you in accordance with that certain Business Combination Agreement, dated as of the date hereof (as amended, supplemented,
restated or otherwise modified from time to time, the “Business Combination Agreement”), by and among Omnichannel
Acquisition Corp., a Delaware corporation (“SPAC”), Kin Insurance, Inc., a Delaware corporation (the “Company”),
and Omnichannel Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things,
Merger Sub shall be merged with and into the Company (the “Merger” and together with the other transactions
contemplated by the Business Combination Agreement the “Business Combination”), and hereby amends and restates
in its entirety that certain letter, dated November 19, 2020, from, Omnichannel Sponsor, LLC, a Delaware limited liability company (the
“Sponsor”), and the undersigned individuals, each of whom is a member of SPAC’s board of directors and/or
management team (each, an “Insider” and collectively, the “Insiders”), to SPAC (the
“Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 7 hereof. Capitalized
terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.


 


The Sponsor and certain Insiders are currently,
and as of the Closing will be, the record owners of all of the outstanding Founder Shares and outstanding Private Placement Warrants,
with the Sponsor and Insider’s ownership as of the date hereof detailed on Schedule A hereto.


 


In order to induce the Company, Merger Sub and
SPAC to enter into the Business Combination Agreement and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Sponsor and each Insider hereby agrees with SPAC and, at all times prior to any valid termination of the
Business Combination Agreement, the Company as follows:


 


		1.	The Sponsor and each Insider irrevocably agrees that it, he or she shall:



 


		(a)	vote any Common Stock owned by it, him or her (all such Common Stock, the “Covered Shares”)
in favor of the Business Combination and each other proposal related to the Business Combination included on the agenda for the special
meeting of stockholders relating to the Business Combination;



 


		(b)	when such meeting of stockholders is held, appear at such meeting or otherwise cause the Covered Shares
to be counted as present thereat for the purpose of establishing a quorum;



 






     


     


    

 


		(c)	vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly
execute and return and cause such consent to be granted with respect to), all of such Covered Shares against any Business Combination
Proposal and any other action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger
or any of the other transactions contemplated by the Business Combination Agreement, result in a breach of any covenant, representation
or warranty or other obligation or agreement of SPAC or Merger Sub under the Business Combination Agreement, result in any of the conditions
set forth in Article VI of the Business Combination Agreement not being fulfilled, result in a breach of any covenant, representation
or warranty or other obligation or agreement of the Sponsor or the Insiders contained in this Sponsor Agreement or change in any manner
the dividend policy or capitalization of, including the voting rights of, any class of capital stock of SPAC;



 


		(d)	vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly
execute and return and cause such consent to be granted with respect to), all of such Covered Shares against any change in business, management
or board of directors of SPAC (other than in connection with the Business Combination and the other proposals related to the Business
Combination); and



 


		(e)	not redeem any Covered Shares owned by it, him or her in connection with such stockholder approval. 



 


Prior to any valid termination of the
Business Combination Agreement, the Sponsor and each Insider shall take, or cause to be taken, all actions and shall do, or cause to be
done, all things reasonably necessary under applicable Laws to consummate the Business Combination and the other transactions contemplated
by the Business Combination Agreement on the terms and subject to the conditions set forth therein.


 


The obligations of the Sponsor specified
in this paragraph 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of SPAC
or whether the board of directors of SPAC has effected a SPAC Change in Recommendation.


 


		2.	The Sponsor and each Insider hereby agrees and acknowledges that: (a) SPAC and, prior to any valid termination
of the Business Combination Agreement, the Company may be irreparably injured in the event of a breach by the Sponsor or any Insider of
its, his or her obligations under paragraphs 1 and 3, as applicable, of this Sponsor Agreement (b) monetary damages may not be an adequate
remedy for such breach and (c) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
party may have in law or in equity, in the event of such breach.



 


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



 


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



 






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		(c)	Notwithstanding the provisions set forth in paragraphs 3 and 3(b), Transfers of the Founder Shares, Private
Placement Warrants and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Founder Shares and the
Private Placement Warrants, in each case, that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied
with this paragraph 3(c)), are permitted (i) to SPAC’s officers or directors, any affiliate or family member of any of SPAC’s
officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (ii) in the case
of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member
of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case of an
individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to
a qualified domestic relations order; (v) by private transfers or transfers made in connection with any contingent forward purchase agreement
or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which
the shares or warrants were originally purchased; (vi) in the case of the Sponsor, by virtue of the laws of the State of Delaware or the
Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (vii) in the event of SPAC’s completion of
a liquidation, merger, capital stock exchange or other similar transaction that results in all of SPAC’s stockholders having the
right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the completion of the Business
Combination; provided, however, that in the case of clauses (i) through (vi), these permitted transferees must enter into
a written agreement with SPAC agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Sponsor
Agreement (including, but not limited to, the provisions herein relating to voting, the Trust Account and liquidating distributions).



 


		(d)	Notwithstanding anything to the contrary in paragraphs 3, 3(b) and 3(c) if either (i) any waiver, release,
termination, shortening or other amendment or modification to the Lockup Agreement, dated as of the date hereof among SPAC and certain
stockholders of the Company (the “Lockup Agreement”) occurs which improves the terms of the lock-up of any shares
of Common Stock held by such stockholders immediately following the Closing, or (ii) the Company waives, releases, terminates, shortens,
or otherwise amends or modifies the restrictions in the Lockup Agreement as to any such Company stockholder (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 the Founder
Shares and the provisions of this Section 3 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 3 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 Founder Shares; provided, however, that in any such circumstances
the holders of Founder Shares 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 such amendment to the Lockup Agreement and this Agreement, the Company will provide reasonable
advance written notice (in no case less than five (5) Trading Days) to any holder of Founder Shares indicating that the Company plans
to take a specified action with respect to the Lockup Agreement and this Agreement and setting forth the terms of any such amendment.



 


		4.	The Sponsor hereby acknowledges and agrees that, immediately prior to the Effective Time, the Sponsor
shall automatically be deemed to irrevocably transfer without further consideration to SPAC, and surrender and forfeit for no consideration,
774,375 Founder Shares and 1,226,000 Private Placement Warrants (collectively, the “Forfeited Securities”) and
that from and after such time the Forfeited Securities shall be deemed to be cancelled and no longer outstanding.



 






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		5.	The Sponsor hereby irrevocably and unconditionally (but subject to the consummation of the Merger) (i)
agrees that pursuant to Section 4.3(b)(i) of the Amended and Restated Certificate of Incorporation of SPAC (the “Certificate
of Incorporation”), the Founder Shares held by it shall convert into shares of Class A Common Stock at the Initial Conversion
Ratio (as such term is defined in the Certificate of Incorporation) (as adjusted to account for any subdivision (by stock split, subdivision,
exchange, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification,
recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of Class A Common Stock) and
(y) waives any adjustment to the Initial Conversion Ratio to which it would otherwise be entitled pursuant to Section 4.3(b)(ii) of the
Certificate of Incorporation that would result from the issuance of shares of Class A Common Stock or other equity-linked securities pursuant
to the Subscription Agreements or otherwise in connection with the Closing.



 


		6.	The Sponsor and each Insider has full right and power, without violating any agreement to which it is
bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter
into this Sponsor Agreement.



 


		7.	As used herein: (i) “Beneficially Own” has the meaning ascribed to it in Section
13(d) of the Exchange Act; (ii) “Founder Shares” shall mean the outstanding shares of Class B Common Stock and
the shares of Class A Common Stock issuable upon conversion of such shares of Class B Common Stock in connection with the Closing; (iii)
“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant
of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of
a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of
the Exchange Act, and the rules and regulations promulgated thereunder, with respect to, any security, (b) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any
such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to
effect any transaction specified in clause (a) or (b); (iv) “Class A Common Stock” shall mean the Class A common
stock, par value $0.0001 per share, of SPAC; (v) “Class B Common Stock” shall mean the Class B common stock,
par value $0.0001 per share, of SPAC; (vi) “Common Stock” shall mean the Class A Common Stock and the Class
B Common Stock; (vii) “Private Placement Warrants” shall mean the SPAC
Warrants that the Sponsor purchased for an aggregate purchase price $6,130,000, or $1.00 per SPAC Warrant, in a private placement that
occurred simultaneously with the consummation of SPAC’s initial public offering, pursuant to which the Sponsor is entitled to purchase
up to 6,130,000 shares of Class A Common Stock; and (viii) “Business Combination Proposal” means any action
to initiate, solicit, facilitate, consider, engage in or continue any discussions or negotiations with, or enter into any agreement, letter
of intent, memorandum of understanding or agreement in principle with, or encourage, response, provide information to, or commence due
diligence with respect to, any Person (other than the Company, its stockholders or any of their Affiliates or Representatives), concerning,
relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest,
written or oral relating to any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Company and one or more businesses.



 






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		8.	This Sponsor Agreement and the other agreements referenced herein constitute the entire agreement and
understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby, including, without limitation, with respect to the Sponsor, each Insider and the Prior Letter Agreement. This Sponsor
Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by SPAC and the other parties charged with such change, amendment, modification or waiver, it
being acknowledged and agreed that the Company’s execution of such an instrument will not be required after any valid termination
of the Business Combination Agreement.



 


		9.	No party hereto may, except as set forth herein, assign either this Sponsor Agreement or any of its rights,
interests or obligations hereunder, other than in conjunction with transfers permitted by paragraph 3, without the prior written consent
of the other parties (except that, following any valid termination of the Business Combination Agreement, no consent from the Company
shall be required). Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee. This Sponsor Agreement shall be binding on the Sponsor, each Insider, SPAC
and the Company and their respective successors, heirs, personal representatives and assigns and permitted transferees.



 


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



 


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



 


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



 






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		13.	This Sponsor Agreement, and all claims or causes of action based upon, arising out of, or related to this
Sponsor Agreement or the Transactions, 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. Any action based upon, arising out of or
related to this Sponsor Agreement or the transactions contemplated hereby may be brought in federal and state courts located in Chancery
Court of 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 Sponsor Agreement, 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, agrees that all claims in respect of the Proceeding
shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Sponsor
Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of
any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party
in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this paragraph. The prevailing
party in any such Proceeding (as determined by a court of competent jurisdiction) shall be entitled to be reimbursed by the non-prevailing
party for its reasonable expenses, including reasonable attorneys’ fees, incurred with respect to such Action. THE PARTIES EACH
HEREBY IRREVOCABLY 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 SPONSOR AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
IN RESPECT OF THIS SPONSOR 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 SPONSOR 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 SPONSOR AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS.



 


		14.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Sponsor
Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or electronic or facsimile transmission in accordance with Section 8.4 of the Business Combination Agreement.



 


		15.	This Sponsor Agreement shall automatically terminate on the earlier of (i) the expiration of the Lock-up
Periods and (ii) the liquidation of SPAC. In the event of a valid termination of the Business Combination Agreement, this Sponsor Agreement
shall be of no force and effect and shall revert to the Prior Letter Agreement. No such termination or reversion shall relieve the Sponsor,
each Insider, SPAC or the Company from any liability resulting from a breach of this Sponsor Agreement occurring prior to such termination
or reversion.



 






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		16.	The Sponsor and each Insider hereby represents and warrants (severally and not jointly as to itself, himself
or herself only) to SPAC and the Company as follows: (a) if such Person is not an individual, it is duly organized or formed, validly
existing and in good standing under the laws of the jurisdiction in which it is organized or formed, and the execution, delivery and performance
of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Person’s corporate, limited
liability company or other powers and have been duly authorized by all necessary corporate, limited liability company or other actions
on the part of the Sponsor; (b) if such Person is an individual, such Person has full legal capacity, right and authority to execute and
deliver this Sponsor Agreement and to perform his or her obligations hereunder; (c) this Sponsor Agreement has been duly executed and
delivered by such Person and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this
Sponsor Agreement constitutes a legally valid and binding obligation of such Person, enforceable against such Person in accordance with
the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and
general principles of equity affecting the availability of specific performance and other equitable remedies); (d) the execution and delivery
of this Sponsor Agreement by such Person does not, and the performance by such Person of his, her or its obligations hereunder will not,
(i) if such Person is not an individual, conflict with or result in a violation of the Governing Documents of such Person, or (ii) require
any Consent or approval that has not been given or other action that has not been taken by any third party (including under any Contract
binding upon such Person or such Person’s Founder Shares or Private Placement Warrants, as applicable), in each case, to the extent
such Consent, approval or other action would prevent, enjoin or materially delay the performance by such Person of his, her or its obligations
under this Sponsor Agreement; (e) there are no Proceedings pending against such Person or, to the knowledge of such Person, threatened
against such Person, before (or, in the case of threatened Proceedings, that would be before) any arbitrator or any Governmental Entity,
which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Person of its, his or her obligations
under this Sponsor Agreement; (f) except for the fees described on Section 4.4 of the SPAC Disclosure Schedules, no broker, finder, investment
banker or other Person is entitled to any brokerage fee, finders’ fee or other commission from such Person, SPAC, any of SPAC’s
Subsidiaries or any affiliate of such Person or SPAC in connection with the transactions contemplated by the Business Combination Agreement
or this Sponsor Agreement or any of the respective transactions contemplated thereby and hereby, in each case, based upon any arrangement
or agreement made by or, to the knowledge of such Person, on behalf of such Person, for which SPAC, the Company or any of their respective
affiliates would have any obligations or liabilities of any kind or nature following the consummation of the Business Combination; (g)
such Person has had the opportunity to read the Business Combination Agreement and this Sponsor Agreement and has had the opportunity
to consult with its tax and legal advisors; (h) such Person has not entered into, and shall not enter into, any agreement that would restrict,
limit or interfere with the performance of such Person’s obligations hereunder; (i) as of the date hereof, such Person has good
title to all such Founder Shares and Private Placement Warrants set forth opposite such Person’s name on Schedule A, and
there exist no Liens or any other limitation or restriction (including, without limitation, any restriction on the right to vote, sell
or otherwise dispose of such Founder Shares or Private Placement Warrants (other than transfer restrictions under the Securities Act))
affecting any such Founder Shares or Private Placement Warrants, other than pursuant to (1) this Sponsor Agreement, (2) the Certificate
of Incorporation, (3) the Business Combination Agreement, (4) the Registration Rights Agreement, dated as of November 19, 2020, by and
among SPAC, the Sponsor and certain security holders party thereto (the “Registration Rights Agreement”), or
(5) any applicable securities laws; (j) the Founder Shares and Private Placement Warrants identified on Schedule A are the only
Founder Shares or Private Placement Warrants owned of record or Beneficially Owned by the Sponsor and the Insiders as of the date hereof,
and none of such Founder Shares or Private Placement Warrants is subject to any proxy, voting trust or other agreement or arrangement
with respect to the voting of such Founder Shares or Private Placement Warrants, except as provided in this Sponsor Agreement; and (k)
solely with respect to the Sponsor, immediately prior to the Effective Time and prior to the forfeiture of the Forfeited Securities: (1)
all of the Forfeited Securities will be owned by the Sponsor and (2) the Sponsor has, as of the date hereof and immediately prior to giving
effect to the Business Combination on the Closing Date, valid, good and marketable title to such Forfeited Securities, free and clear
of all Encumbrances (other than Liens pursuant to this Sponsor Agreement, the Business Combination Agreement, the Certificate of Incorporation,
the Registration Rights Agreement or any Ancillary Agreement and transfer restrictions under applicable Laws or the Governing Documents
of SPAC).



 






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		17.	Subject to the terms and conditions of this Sponsor Agreement, (a) the Sponsor hereby unconditionally
and irrevocably agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable
to consummate and make effective the transactions contemplated by paragraph 4 and (b) from the date hereof until the earlier of the Closing
and the valid termination of the Business Combination Agreement, the Sponsor shall not enter into any swap or other arrangement that transfers
to another Person, in whole or in part, any of the economic consequences of ownership of any of the Forfeited Securities.



 


		18.	If, and as often as, (a) there are any changes in SPAC, the Founder Shares or the Private Placement Warrants
by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization
or business combination, or by any other similar means that result in the Sponsor acquiring new shares of Common Stock, SPAC Warrants
or any other Equity Securities of SPAC, (b) the Sponsor purchases or otherwise acquires beneficial ownership of any shares of Common Stock,
SPAC Warrants or other Equity Securities of SPAC after the date of this Sponsor Agreement or (c) the Sponsor acquires the right to vote
or share in the voting of any shares of Common Stock or other Equity Securities of SPAC after the date of this Sponsor Agreement (any
and all such shares of Common Stock, SPAC Warrants or other Equity Securities of SPAC, collectively the “New Securities”),
then, in each case, (i) such New Securities acquired or purchased by the Sponsor shall be subject to the terms of this Sponsor Agreement
to the same extent as if they constituted the shares of Common Stock or SPAC Warrants owned by the Sponsor as of the date hereof and (ii)
if applicable, equitable adjustment shall be made to the provisions of this Sponsor Agreement as may be required so that the rights, privileges,
duties and obligations hereunder shall continue with respect to SPAC, SPAC’s successor or the surviving entity of such transaction,
as applicable, the Founder Shares and SPAC Warrants, including the Private Placement Warrants, each as so changed.



 


		19.	Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or
instrument of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably
requested in writing by another party hereto.



 


[Signature Page Follows]


 



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	 	Sincerely,
	 	 
	 	OMNICHANNEL SPONSOR, LLC
	 	 
	 	By: Videre Horizon LLC, its Manager
	 	 
	 	By: 	/s/ Matt Higgins
	 	 	Name: 	Matt Higgins
	 	 	Title: 	Manager
	 	 
	 	/s/ Matt Higgins
	 	Matt Higgins
	 	 
	 	/s/ Christine Pantoya
	 	Christine Pantoya
	 	 
	 	/s/ Austin Simon
	 	Austin Simon
	 	 
	 	/s/ Bobbi Brown
	 	Bobbi Brown
	 	 
	 	/s/ Albert Carey
	 	Albert Carey
	 	 
	 	/s/ Priya Dogra
	 	Priya Dogra
	 	 
	 	/s/ Mark Gerson
	 	Mark Gerson
	 	 
	 	/s/ Emmett Shine
	 	Emmett Shine



 


[Signature Page to Sponsor Agreement]


 




     


     


    

 


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


 


[Signature Page to Sponsor Agreement]


 




     


     


    

 


	Acknowledged and Agreed:	 
	 	 
	KIN INSURANCE, INC. 	 
	 	 	 
	By:	
    /s/ Sean Harper
	 
	 	Name: Sean Harper	 
	 	Title: Chief Executive Officer	 


  


[Signature Page to Sponsor Agreement]


 




     


     


    

 


Schedule A


 


Ownership of Securities


 


	Sponsor	 	Founder Shares	 	 	Private Placement Warrants	 
	Omnichannel Sponsor, LLC	 	 	5,162,500	 	 	 	6,130,000	 
	Total	 	 	5,162,500	 	 	 	6,130,000