Doma Holdings, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 7th, 2020 • Capitol Investment Corp. V • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 1st day of December 1, 2020, by and among Capitol Investment Corp. V, a Delaware corporation (the “Company”), and the undersigned parties listed under “Investors” on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

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FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • November 19th, 2020 • Capitol Investment Corp. V • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, by and between Capitol Investment Corp. V, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

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WARRANT AGREEMENT
Warrant Agreement • December 7th, 2020 • Capitol Investment Corp. V • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 1, 2020, is between Capitol Investment Corp. V, a Delaware corporation, (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

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Capitol Investment Corp. V 30,000,000 Units1 Underwriting Agreement
Capitol Investment Corp. V • December 7th, 2020 • Blank checks • New York

Capitol Investment Corp. V, 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 Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of 30,000,000 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 4,500,000 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.

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 3rd, 2021 • Doma Holdings, Inc. • Title insurance • Delaware

This Indemnification Agreement (this “Agreement”) is made and entered into as of the day of July 28, 2021, by and between Doma Holdings, Inc. , a Delaware corporation (the “Company”) and _________ (“Indemnitee”).

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SUBSCRIPTION AGREEMENT
Subscription 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).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration 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.

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December 1, 2020 Capitol Investment Corp. V 1300 17th Street North, Suite 820 Arlington, Virginia 22209
Letter Agreement • December 7th, 2020 • Capitol Investment Corp. V • 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. V, 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.

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FORM OF WARRANT AGREEMENT
Form of Warrant Agreement • November 19th, 2020 • Capitol Investment Corp. V • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of ________, 2020, is between Capitol Investment Corp. V, a Delaware corporation, (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 21st, 2022 • Doma Holdings, Inc. • Title insurance • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”), by and between Doma Holdings, Inc., a Delaware corporation (the “Company”) and Mike Smith (the “Executive”), is made as of July 19, 2022. Defined terms used herein and not otherwise defined in their context have the meanings set forth in Section 7.

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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 29th, 2024 • Doma Holdings, Inc. • Title insurance

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 31, 2020 among States Title Holding, Inc. (formerly known as Doma Holdings, 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 7th, 2020 • Capitol Investment Corp. V • Blank checks • New York

THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of December 1, 2020 by and between Capitol Investment Corp. V, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • November 19th, 2020 • Capitol Investment Corp. V • 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 _________, 2020, is entered into by and among Capitol Investment Corp. V, a Delaware corporation (the “Company”), and the purchasers named on the signature pages hereto (collectively, the “Purchasers”).

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LEASE (Lennar Corporate Centre)
Lease • March 19th, 2021 • Capitol Investment Corp. V • Blank checks • Florida
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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 23rd, 2023 • Doma Holdings, Inc. • Title insurance

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 31, 2020 among States Title HoldingDoma Holdings, 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”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • December 7th, 2020 • Capitol Investment Corp. V • 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 December 1, 2020, is entered into by and among Capitol Investment Corp. V, a Delaware corporation (the “Company”), and the purchasers named on the signature pages hereto (collectively, the “Purchasers”).

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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.”

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • March 29th, 2024 • Doma Holdings, Inc. • Title insurance • Delaware

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of March 28, 2024, is entered into by and among RE CLOSING BUYER CORP., a Delaware corporation (“Parent”), Doma Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (each, a “Stockholder” and collectively, the “Stockholders”).

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AGREEMENT AND PLAN OF MERGER by and among RE CLOSING BUYER CORP., RE CLOSING MERGER SUB INC. and DOMA HOLDINGS, INC.
Agreement and Plan of Merger • March 29th, 2024 • Doma Holdings, Inc. • Title insurance • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2024 (this “Agreement”), is entered into by and among DOMA HOLDINGS, INC., a Delaware corporation (the “Company”), RE CLOSING BUYER CORP., a Delaware corporation (“Parent”), and RE CLOSING MERGER SUB INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).

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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”).

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COUNTERPART AGREEMENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Counterpart 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”).

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CAPITOL INVESTMENT CORP. V
Capitol Investment Corp. V • November 19th, 2020 • 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. V, 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 exchange t

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QUOTA SHARE REINSURANCE CONTRACT Effective: Date of Policy of first incepting Eligible Policy
Title Insurance • March 19th, 2021 • Capitol Investment Corp. V • Blank checks • New York
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STATES TITLE HOLDING, INC.
Restricted Stock Purchase Agreement • May 25th, 2021 • Capitol Investment Corp. V • Title insurance • California

Unless otherwise defined herein, the terms defined in the States Title Holding, Inc. 2019 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (including all Exhibits hereto, the “Option Agreement”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2021 • Doma Holdings, Inc. • Title insurance • Delaware

This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of July 28, 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.

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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

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OFFICE LEASE
Office Lease • March 8th, 2023 • Doma Holdings, Inc. • Title insurance • California

The undersigned hereby agree to the following terms of this Summary of Basic Lease Information (the “Summary”). This Summary is hereby incorporated into and made a part of the attached Office Lease (the “Office Lease”) which pertains to the “Project,” as that term is defined in the Office Lease, commonly known as “Dublin Corporate Center” located in Dublin, California. This Summary and the Office Lease are collectively referred to herein as the “Lease”. Each reference in the Office Lease to any term of this Summary shall have the meaning set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Office Lease.

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AGREEMENT AND PLAN OF MERGER dated as of March 2, 2021 by and among Capitol Investment Corp. V, CAPITOL V MERGER SUB, INC., and DOMA HOLDINGS, INC.
Agreement and Plan of Merger • March 3rd, 2021 • Capitol Investment Corp. V • Blank checks • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of March 2, 2021, is entered into by and among Capitol Investment Corp. V, a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), Capitol V Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Doma Holdings, Inc. (f/k/a States Title Holding, Inc.), a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Section 1.01 of this Agreement.

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North American Title Insurance CompanyUnderwriting Agreement
Insurance Companyunderwriting 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

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LOCK-UP AGREEMENT
Up Agreement • March 3rd, 2021 • Capitol Investment Corp. V • Blank checks • Delaware
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CAPITOL INVESTMENT CORP. V
Capitol Investment Corp. V • December 7th, 2020 • 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. V, 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 exchange

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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

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Contract
Insurance Companyunderwriting 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.

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 19th, 2021 • Capitol Investment Corp. V • Blank checks

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 18, 2021, is made by and among Capitol Investment Corp. V, a Delaware corporation (“Capitol”), Capitol V Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Doma Holdings, Inc., a Delaware Corporation (the “Company”).

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ASSET PURCHASE AGREEMENT BY DOMA TITLE OF CALIFORNIA, INC., DOMA CORPORATE LLC, AND WILLISTON FINANCIAL GROUP LLC DATED AS OF MAY 19, 2023
Asset Purchase Agreement • August 8th, 2023 • Doma Holdings, Inc. • Title insurance

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 19, 2023, (the “Closing Date”) is made by and among Williston Financial Group LLC, a Delaware limited liability company (“Buyer”); Doma Title of California, Inc., a California corporation (“Seller”), Doma Corporate LLC, a Delaware limited liability company (“Doma Corporate”). Buyer, Seller, and Doma Corporate are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in Exhibit A to this Agreement.

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