b'TABLE OF CONTENTSThe SPACs sponsor agreed to a long-term lock-upOmnichannel Acquisition Corp./Kin Insurance, Inc.on founder shares for up to two years, and anOn July 19, 2021, Omnichannel Acquisition Corp. earnout structure pursuant to which its founder(Omni), which went public in November 2020, shares would vest (i) 25% at closing, (ii) 25% whenagreed to combine with Kin Insurance, Inc. (Kin), a the volume-weighted average price (VWAP) ofdirect-to-consumer digital insurer. On January 26, Hippo Holdings common stock is greater than2022, less than a week before the stockholder $12.50 for any 20 trading days within a period of 30meeting to vote on the transaction was scheduled consecutive trading days, (iii) 25% when the VWAPto take place, the parties terminated the business is greater than $15.00 for the requisite period andcombination, citing unfavorable business (iv) 25% when the VWAP is greater than $20.00 forconditions. While not stated in the press release, the requisite period. Any founders shares that havethe unfavorable conditions likely included a difficult not vested as of the tenth anniversary of the closingequity market and recent high SPAC redemptions in would automatically vest on such date.other transactions. At all times since the business The business combination agreement required thecombination was announced, Omnis stock price SPAC to have at closing at least $450 million in cash,traded below $10.00 per share.including funds in its trust account and theThe combined company has an estimated proceeds from any equity financings after givingenterprise value of approximately $1.03 billion. effect to any redemptions. In connection with theThe SPACs sponsor agreed to a one year lock-up business combination, the SPAC obtainedon its founder shares, which lock-up would expire commitments for a $550 million PIPE, $10 million ofif the closing price of the combined companys which came from the SPACs sponsor.stock equals or exceeds $12.00 for 20 trading Approximately 19.3 million shares, or 84%, ofdays within a period of 30 consecutive trading Reinvent Zs Class A Common Stock were put backdays. The sponsor also agreed to forfeit to the SPAC in connection with the businessapproximately 15% of its founder shares and combination. This significant amount ofapproximately 20% of its warrants.redemptions nearly caused the transaction to fail toThe business combination agreement required the obtain stockholders approval and significantlySPAC to have at closing at least $200 million in cash, reduced the cash available to the combinedincluding funds in its trust account and the company for growth. Following the transaction,proceeds from any equity financings after giving Hippos stockholders owned approximately 89.5% ofeffect to any redemptions. In connection with the the combined company, Reinvents publicbusiness combination, the SPAC obtained stockholders owned 0.6% of the combinedcommitments for an approximately $80 million PIPE. company, the SPAC sponsor owned 0.9% of the combined company and the PIPE investors ownedFollowing the transaction, Kins stockholders are 9% of the combined company. expected to own approximately 72.2% of the combined company, Omnis public stockholders will own 17.4% of the combined company, the SPAC MAYER BROWN |31'