SUBSCRIPTION AGREEMENTSubscription Agreement • March 19th, 2021 • Capitol Investment Corp. V • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated March 2, 2021, is entered into by and between Capitol Investment Corp. V, a Delaware corporation (the “Company”), and the Subscriber listed on the signature page hereto (the “Subscriber”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2021 • Capitol Investment Corp. V • Blank checks • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of [●], 2021, by and among (i) Doma Holdings, Inc., a Delaware corporation formerly known as Capitol Investment Corp. V (the “Company”), (ii) each Person listed on Schedule A hereto under the heading “Investors” (each, an “Investor”, and collectively, the “Investors”), (iii) each Person listed on Schedule A hereto under the heading “Sponsors” (each, a “Sponsor” and collectively, the “Sponsors”) and (iv) each other Person that acquires shares of Common Stock from the Company after the date hereof and becomes a party to this Agreement by the execution and delivery of a Joinder (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
LOAN AND SECURITY AGREEMENT among STATES TITLE HOLDING, INC., A DELAWARE CORPORATION, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, HUDSON STRUCTURED CAPITAL MANAGEMENT LTD., AS AGENT and THE LENDERS FROM TIME TO TIME PARTY HERETO Dated as of...Loan and Security Agreement • March 19th, 2021 • Capitol Investment Corp. V • Blank checks
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 31, 2020 among States Title Holding, Inc., a Delaware corporation (“Borrower”), each Person named as a Guarantor on the signature pages hereto, the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”) and Hudson Structured Capital Management Ltd., a Bermuda limited company, as agent for the Lenders (in such capacity, “Agent”).
OFFICE LEASE 101 MISSION STREET 101 MISSION STRATEGIC VENTURE LLC, a Delaware limited liability company, as Landlord, and STATES TITLE HOLDING, INC., a Delaware corporation, as Tenant.Office Lease • March 19th, 2021 • Capitol Investment Corp. V • Blank checks • California
This Office Lease, which includes the preceding Summary of Basic Lease Information (the “Summary”) attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between 101 MISSION STRATEGIC VENTURE LLC, a Delaware limited liability company (“Landlord”), and STATES TITLE HOLDING, INC., a Delaware corporation (“Tenant”).
COUNTERPART AGREEMENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2021 • Capitol Investment Corp. V • Blank checks
This COUNTERPART AGREEMENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “First Amendment”) is entered into as of January 29, 2021, among States Title Holding, Inc., a Delaware corporation (“Borrower”), the Persons listed on Schedule 1 hereto (the “Existing Guarantors”, and together with Borrower, collectively, the “Effective Date Loan Parties”), the Persons listed on Schedule 2 hereto (the “New Guarantors” and, together with Effective Date Loan Parties, collectively, the “Loan Parties”), the lenders from time to time party thereto, and Hudson Structured Capital Management Ltd., a Bermuda limited company, as agent for the Lenders (in such capacity, “Agent”).
QUOTA SHARE REINSURANCE CONTRACT Effective: Date of Policy of first incepting Eligible PolicyTitle Insurance Quota Share Reinsurance Contract • March 19th, 2021 • Capitol Investment Corp. V • Blank checks • New York
Amendment No. 1 to Underwriting Agreement between North American Title Insurance Company and CalAtlantic Title, Inc.Underwriting Agreement • March 19th, 2021 • Capitol Investment Corp. V • Blank checks
Whereas, North American Title Insurance Company, a California corporation ("North American") and, CalAtlantic Title, Inc., a Maryland corporation ("Title Agency") made and entered into an Underwriting Agreement, dated August 7, 2020 ("Agreement"); and
LEASE BETWEEN JAMBOREE CENTER 4 LLC AND STATES TITLE HOLDING, INC.Lease • March 19th, 2021 • Capitol Investment Corp. V • Blank checks • California
THIS LEASE is made as of January 28, 2020 , by and between JAMBOREE CENTER 4 LLC, a Delaware limited liability company, hereafter called “Landlord,” and STATES TITLE HOLDING, INC., a Delaware corporation, hereafter called “Tenant.”
North American Title Insurance CompanyUnderwriting AgreementUnderwriting Agreement • March 19th, 2021 • Capitol Investment Corp. V • Blank checks
This Amended and Restated Underwriting Agreement (this “Agreement”) is made and entered into on 8/7/2020 (the “Effective Date”), by and between North American Title Insurance Company, a California corporation, hereinafter referred to as “North American” and CalAtlantic Title, Inc., a California corporation (f/k/a North American Title Company, Inc.), CalAtlantic Title, LLC, a Utah limited liability company (f/k/a North American Title LLC), CalAtlantic National Title Solutions, LLC, a Delaware limited liability company (f/k/a North American National Title Solutions, LLC), CalAtlantic National Title Solutions, LLC, a Maryland limited liability company (f/k/a North American National Title Solutions, LLC), CalAtlantic Title Agency, LLC, a North Carolina limited liability company (f/k/a North American Title Agency, LLC), CalAtlantic Title, Inc., a Maryland corporation and CalAtlantic Title of Maryland, Inc., a Maryland corporation, hereinafter referred to as “Title Agency” and/or collectivel
Amendment No. 3 to Underwriting Agreement betweenNorth American Title Insurance Companyand Lennar Title, Inc.Underwriting Agreement • March 19th, 2021 • Capitol Investment Corp. V • Blank checks
Whereas, North American Title Insurance Company, a California corporation ("North American") and, Lennar Title, Inc., a Maryland corporation ("Title Agency") made and entered into an Underwriting Agreement, dated August 7, 2020 ("Agreement"); and
LEASE (Lennar Corporate Centre)Lease • March 19th, 2021 • Capitol Investment Corp. V • Blank checks • Florida
ContractUnderwriting Agreement • March 19th, 2021 • Capitol Investment Corp. V • Blank checks
This Amended and Restated Underwriting Agreement (this “Agreement”) is made and entered into on 8/7/2020 (the “Effective Date”), by and between North American Title Insurance Company, a California corporation, hereinafter referred to as “North American” and CalAtlantic Title, Inc., a Maryland corporation, hereinafter referred to as “Title Agency”. This Agreement supersedes and replaces the Issuing Agency Contract between North American and Title Agency dated December 20, 2017, and any amendments thereto, only as it pertains to Title Agency’s appointment in the state of Texas.
Amendment No. 1 to Underwriting Agreement between North American Title Insurance Company and CalAtlantic EntitiesUnderwriting Agreement • March 19th, 2021 • Capitol Investment Corp. V • Blank checks
Whereas, North American Title Insurance Company, a California corporation ("North American") and, CalAtlantic Title Agency, LLC, a North Carolina limited liability company, CalAtlantic Title, Inc., a Maryland corporation ("Title Agency") made and entered into an Underwriting Agreement, dated August 7, 2020 ("Agreement"); and
AMENDMENT #1 TO LEASE BY AND BETWEEN| FOUR 700 LLC (“LANDLORD”) AND STATES TITLE HOLDING INC. (“TENANT”)Lease • March 19th, 2021 • Capitol Investment Corp. V • Blank checks
WHEREAS, Landlord and Tenant entered into that certain Lease (the “Lease”) dated August 16, 2020 for the premises located at 760 NW 107th Ave., Suite 400, Miami, FL 33172 (the “Premises”); and
Amendment No. 2 to Underwriting Agreement betweenNorth American Title Insurance Companyand Lennar Title, Inc.Underwriting Agreement • March 19th, 2021 • Capitol Investment Corp. V • Blank checks
Whereas, North American Title Insurance Company, a California corporation ("North American") and, Lennar Title, Inc., a Maryland corporation ("Title Agency") made and entered into an Underwriting Agreement, dated August 7, 2020 ("Agreement"); and
