Capitol Investment Corp. IV 35,000,000 Units1 Underwriting AgreementUnderwriting Agreement • August 7th, 2017 • Capitol Investment Corp. IV • Blank checks • New York
Capitol Investment Corp. IV, a Cayman Islands exempted company (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 J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of 35,000,000 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 5,250,000 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2017 • Capitol Investment Corp. IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ______, 2017, by and among Capitol Investment Corp. IV, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • August 7th, 2017 • Capitol Investment Corp. IV • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of [_____], 2017 is between Capitol Investment Corp. IV, a Cayman Islands exempted company, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
Capitol Investment Corp. IV Washington, D.C. 20004Underwriting Agreement • August 7th, 2017 • Capitol Investment Corp. IV • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Investment Corp. IV, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives (collectively, the “Representatives”) 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 comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
Capitol Investment Corp. IVUnderwriting Agreement • August 7th, 2017 • Capitol Investment Corp. IV • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Investment Corp. IV, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives (collectively, the “Representatives”) 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 comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
CAPITOL INVESTMENT CORP. IVInvestment Agreement • August 7th, 2017 • Capitol Investment Corp. IV • 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. IV (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 administrative and support services as may be required by the Company from time to time, situated at 509 7th Street, N.W., Washington, D.C. 20004 (or any successor location) and 305 West Pennsylvania Avenue, Towson, Maryland 21204 (or any successor location), respectively. In exchange therefore, the Company shall pay Venturehouse Group,
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 7th, 2017 • Capitol Investment Corp. IV • Blank checks • New York
This Agreement is made as of [_____], 2017 by and between Capitol Investment Corp. IV (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 7th, 2017 • Capitol Investment Corp. IV • 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”) is entered into by and among Capitol Investment Corp. IV., a Cayman Islands exempted company (the “Company”), Capitol Acquisition Management IV LLC, a Delaware limited liability company, Capitol Acquisition Founder IV LLC, a Delaware limited liability company, Brooke B. Coburn, Richard C. Donaldson and Lawrence Calcano (collectively, the “Purchasers”) and Graubard Miller, as escrow agent (“Escrow Agent”).
