Capitol Investment Corp. VII 40,000,000 Units1 Underwriting AgreementUnderwriting Agreement • March 15th, 2021 • Capitol Investment Corp. VII • Blank checks • New York
Capitol Investment Corp. VII, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and BofA Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of 40,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 20 hereof.
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • March 15th, 2021 • Capitol Investment Corp. VII • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, by and between Capitol Investment Corp. VII, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • Capitol Investment Corp. VII • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ______, 2021, by and among Capitol Investment Corp. VII, a Delaware corporation (the “Company”), and the undersigned parties listed under “Investors” on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
CAPITOL INVESTMENT CORP. VII 1300 17th Street North, Suite 820 Arlington, Virginia 22209Securities Subscription Agreement • February 8th, 2021 • Capitol Investment Corp. VII • New York
This agreement (this “Agreement”) is entered into on January 22, 2021 by and between Capitol Acquisition Founder VII LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Capitol Investment Corp. VII, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,215,900 shares (the “Shares”) of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 549,900 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of units (the “Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF WARRANT AGREEMENTWarrant Agreement • March 30th, 2021 • Capitol Investment Corp. VII • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ________, 2021, is between Capitol Investment Corp. VII, a Delaware corporation, (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Re: Initial Public OfferingUnderwriting Agreement • March 15th, 2021 • Capitol Investment Corp. VII • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the underwriting agreement (the “Underwriting Agreement”) entered into by and between Capitol Investment Corp. VII, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 15th, 2021 • Capitol Investment Corp. VII • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of _________, 2021, is entered into by and among Capitol Investment Corp. VII, a Delaware corporation (the “Company”), and the purchasers named on the signature pages hereto (collectively, the “Purchasers”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2021 • Capitol Investment Corp. VII • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of ______, 2021 by and between Capitol Investment Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CAPITOL INVESTMENT CORP. VIIWarrant Agreement • March 15th, 2021 • Capitol Investment Corp. VII • Blank checks
THIS CERTIFIES THAT, for value received______________is the registered holder of a warrant or warrants (the “Warrant(s)”) to purchase one fully paid and non-assessable share of Class A common stock, par value $0.0001 per share (“Shares”), of Capitol Investment Corp. VII, a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York City time, on the fifth anniversary of the completion by the Company of a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), or earlier upon redemption or liquidation (the “Expiration Date”). The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) 30 days after the Company’s completion of a Business Combination and (ii) 12 months from the closing of the Company’s initial public offering (provided, in each case, that the Company has an effective registration statement under the
CAPITOL INVESTMENT CORP. VIIAgreement for Services • March 15th, 2021 • Capitol Investment Corp. VII • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Capitol Investment Corp. VII, a Delaware corporation (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Venturehouse Group, LLC and Dryden Capital Management, LLC shall make available to the Company certain office space and secretarial, administrative and support services as may be required by the Company from time to time, situated at 1300 17th Street North, Suite 820, Arlington, Virginia 22209 (or any successor location) and 305 West Pennsylvania Avenue, Towson, Maryland 21204 (or any successor location), respectively. In exchang
