Exhibit 10.2


 


SPONSOR SUPPORT AGREEMENT


 


This Sponsor Support
Agreement (this “Sponsor Agreement”) is dated as of March 2, 2021, by and among the Persons set forth on Schedule
I hereto (each, a “Sponsor” and, together, the “Sponsors”), Capitol Investment Corp.
V, a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”),
and Doma Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein
shall have the respective meanings ascribed to such terms in the Merger Agreement.


 


RECITALS


 


WHEREAS, as of the date
hereof, the Sponsors collectively are the holders of record and the “beneficial owners” (within the meaning of Rule
13d-3 under the Exchange Act) of 8,625,000 shares of Acquiror Class B Common Stock (the “Sponsor Shares”) and
5,833,333 Acquiror Warrants (the “Sponsor Warrants”) in the aggregate;


 


WHEREAS, contemporaneously
with the execution and delivery of this Sponsor Agreement, Acquiror, Capitol V Merger Sub, Inc., a Delaware corporation and wholly
owned subsidiary of Acquiror (“Merger Sub”), and the Company, have entered into an Agreement and Plan of Merger
(as amended or modified from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to
which, among other transactions, Merger Sub is to merge with and into the Company, with the Company continuing on as the surviving
entity; and


 


WHEREAS, as an inducement
to Acquiror and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties
hereto desire to agree to certain matters as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:


 


ARTICLE
I

SPONSOR SUPPORT AGREEMENT; COVENANTS


 


Section 1.1 Potential
Cancellation of Sponsor Shares and Sponsor Warrants.


 


(a) If
the Minimum Cash Condition is not satisfied and the Company determines in its sole discretion to waive the Minimum Cash Condition
on the Closing Date in order to permit the Closing to occur, immediately prior to the Closing, each Sponsor agrees to (and, subject
only to the consummation of the Closing, hereby does) irrevocably surrender, forfeit and consent to the termination and cancellation,
in each case for no consideration and without further right, obligation or liability of any kind or nature on the part of Acquiror,
Merger Sub or the Company, its pro rata portion (as set forth on Schedule I hereto) of an aggregate number of Sponsor Shares
equal to (i) (A) the aggregate number of Sponsor Shares issued and outstanding immediately prior to the Closing divided by (B)
the aggregate number of shares of Acquiror Common Stock issued and outstanding immediately prior to the Closing (including, for
the avoidance of doubt, any shares of Acquiror Common Stock subject to redemption requests) multiplied by (ii) (A) the amount of
Minimum Cash minus Available PubCo Cash divided by (B) $10.00.


 






     


     


    

 


(b) If
the Outstanding Acquiror Expenses are in excess of $36,000,000.00 (the amount of such excess, the “Excess Expense Amount”),
immediately prior to the Closing each Sponsor agrees to, on a several basis, at each Sponsor’s respective election, either
(and, subject only to the consummation of the Closing, hereby does) (i) irrevocably surrender, forfeit and consent to the termination
and cancellation, in each case for no consideration and without further right, obligation or liability of any kind or nature on
the part of Acquiror, Merger Sub, or the Company, its pro rata portion (as set forth on Schedule I hereto) of an aggregate
number of Sponsor Shares and/or Sponsor Warrants (with the mix of Sponsor Shares and/or Sponsor Warrants to be surrendered, forfeited,
terminated and cancelled determined by the applicable Sponsor in its discretion) equal to (A) the Excess Expense Amount divided
by (B) $10.00 (in the case of forfeited Sponsor Shares) or $1.50 (in the case of forfeited Sponsor Warrants) or (ii) pay its pro
rata portion of the Excess Expense Amount in cash by wire transfer of immediately available funds to the Company concurrently with
the Closing.


 


(c) Immediately
prior to the Closing, each Sponsor shall cause to be delivered and surrendered for cancellation any stock certificates, warrants
or any similar instruments or securities evidencing or representing the Sponsor Shares and/or Sponsor Warrants to be forfeited,
terminated and cancelled pursuant to the preceding clauses (a) and (b).


 


(d) No
Sponsor shall convert any working capital loans it has made or may make to Acquiror or any of its Subsidiaries into any rights,
options or warrants to purchase Acquiror Common Stock or any shares of capital stock of PubCo or any other securities convertible
into or exercisable or exchangeable for Acquiror Common Stock or shares of capital stock of PubCo.


 


Section 1.2 Pre-Closing
Restrictions on Transfer. From the date hereof until the earlier of the Closing Date or the termination of this Sponsor Agreement
pursuant to Section 3.2, other than in accordance with Section 1.3(c), each Sponsor hereby agrees not to, directly
or indirectly, (a) Transfer any of the Sponsor Securities or (b) take any action that would make any representation or warranty
of such Sponsor contained herein untrue or incorrect or have the effect of preventing or disabling such Sponsor from performing
its obligations under this Sponsor Agreement; provided, however, that nothing herein shall prohibit a Transfer
or forfeiture that is or has been agreed upon by the Company in writing (including pursuant to the terms of this Sponsor Agreement
and the Merger Agreement).


 


Section 1.3 Post-Closing
Restrictions on Transfer.


 


(a) Other
than in connection with the Merger Agreement and the transactions contemplated thereby or in accordance with Section 1.3(c), no
Sponsor may make any Transfer of Sponsor Securities during the period commencing on the Closing Date and ending on the first anniversary
of the Closing Date; provided that any Sponsor Securities that are Sponsor Covered Shares may not be Transferred during
the period commencing on the Closing Date and ending on the earlier of (i) the third anniversary of the Closing Date and (ii) the
date on which the Sponsor Covered Shares vest in accordance with Section 1.8 (but no earlier than the first anniversary
of the Closing Date).


 






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(b) The
Sponsors and the Company acknowledge and agree that:


 


(i) notwithstanding
anything to the contrary herein, the Sponsor Securities, in each case, held by the Sponsors shall remain subject to the restrictions
on Transfer under applicable securities Laws of any state, federal or foreign entity and the rules and regulations promulgated
thereunder; and


 


(ii) any
purported Transfer of Sponsor Securities in violation of this Sponsor Agreement shall be null and void ab initio.


 


(c) Notwithstanding
anything to the contrary in this Section 1.3, Transfers of Sponsor Securities (including Sponsor Covered Shares that are Unvested
Shares) are permitted:


 


(i) by
will, other testamentary document or intestacy;


 


(ii) as
a bona fide gift or gifts, including to charitable organizations or for bona fide estate planning purposes;


 


(iii) to
any trust for the direct or indirect benefit of the Sponsor or the immediate family of the Sponsor, or if the Sponsor is a trust,
to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;


 


(iv) to
a partnership, limited liability company or other entity of which the Sponsor and the immediate family of the Sponsor are the legal
and beneficial owner of all of the outstanding equity securities or similar interests;


 


(v) if
the Sponsor is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation,
partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated
under the Securities Act of 1933, as amended) of the Sponsor, or to any investment fund or other entity controlling, controlled
by, managing or managed by or under common control with the Sponsor or Affiliates of the Sponsor (including, for the avoidance
of doubt, where the Sponsor is a partnership, to its general partner or a successor partnership or fund, or any other funds managed
by such partnership), or (B) as part of a distribution to members or shareholders of the Sponsor;


 


(vi) to
a nominee or custodian of any person or entity to whom a Transfer would be permissible under clauses (i) through (v) above;


 


(vii) in
the case of an individual, by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree,
separation agreement or related court order; or


 






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(viii) pursuant
to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the PubCo Board
and made to all holders of shares of PubCo’s capital stock involving a Change in Control (including negotiating and entering
into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation
or other similar transaction is not completed, the Sponsor Securities shall remain subject to this Sponsor Agreement;


 


provided
that: in the case of any Transfer of Lockup Securities pursuant to clauses (i) through (vii), (w) such Transfer shall not involve
a disposition for value; (x) the Sponsor Securities shall remain subject to this Sponsor Agreement; (y) any required public report
or filing (including filings under Section 16(a) of the Exchange Act), shall disclose the nature of such Transfer and that the
Sponsor Securities remain subject to this Sponsor Agreement; and (z) there shall be no voluntary public disclosure or other announcement
of such Transfer.


 


Section 1.4 Waiver
of Anti-Dilution Provisions. Each Sponsor hereby (but subject to the consummation of the Closing) irrevocably waives (for
itself, for its successors, heirs and assigns), to the fullest extent permitted by Law and the Amended and Restated Certificate
of Incorporation of Acquiror (as it may be amended from time to time, the “Charter”), the provisions of Section
4.3 of the Charter to have the Acquiror Class B Common Stock convert to Acquiror Class A Common Stock in connection with the Merger
at a ratio of greater than one-for-one. The waiver specified in this Section 1.4 shall be applicable only in connection
with the transactions contemplated by the Merger Agreement and this Sponsor Agreement (and any shares of Acquiror Class A Common
Stock, PubCo Common Stock or equity-linked securities issued in connection with the transactions contemplated by the Merger Agreement
and this Sponsor Agreement) and shall be void and of no force and effect if the Merger Agreement shall be terminated for any reason
prior to the Closing.


 


Section 1.5 Closing
Date Deliverables. On the Closing Date:


 


(a) Each
Sponsor shall, to the extent party thereto, deliver to Acquiror a duly executed copy of the A&R Registration Rights Agreement.


 


(b) Acquiror
shall deliver to the Sponsors, to the extent a party thereto, a duly executed copy of the A&R Registration Rights Agreement
executed by each of the other parties thereto.


 


Section 1.6 Sponsor
Support Agreements.


 


(a) Each
Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, the Letter Agreement,
dated as of December 1, 2020, by and among each Sponsor and Acquiror (the “Voting Letter Agreement”), including
the obligations of the Sponsors pursuant to Section 1 therein to vote all shares beneficially owned by such Sponsor in favor of
the transactions contemplated by the Merger Agreement, and Acquiror shall enforce all of its rights under the Voting Letter Agreement
that are necessary in connection with the consummation of the Transactions. Each Sponsor also agrees that it shall not commit or
agree to take any action inconsistent with the foregoing.


 






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(b) During
the period commencing on the date hereof and ending on the earlier of the consummation of the Closing and the termination of the
Merger Agreement pursuant to Section 9.01 thereof, each Sponsor (i) shall not modify or amend, or waive any right of Acquiror under,
any Contract (including the Voting Letter Agreement) between or among such Sponsor, anyone related by blood, marriage or adoption
to such Sponsor or any Affiliate of such Sponsor (other than Acquiror or any of its Subsidiaries), on the one hand, and Acquiror
or any of Acquiror’s Subsidiaries, on the other hand; and (ii) shall not elect to redeem any shares of Acquiror Common Stock
in the Offer or otherwise.


 


Section 1.7 New
Shares. In the event that (i) any shares of Acquiror Common Stock, Acquiror Warrants or other equity securities of Acquiror
are issued to a Sponsor after the date of this Sponsor Agreement pursuant to any stock dividend, stock split, recapitalization,
reclassification, combination or exchange of shares of Acquiror Common Stock of, on or affecting the Acquiror Common Stock owned
by such Sponsor or otherwise, (ii) a Sponsor purchases or otherwise acquires beneficial ownership of any shares of Acquiror Common
Stock or other equity securities of Acquiror after the date of this Sponsor Agreement or (iii) a Sponsor acquires the right to
vote or share in the voting of any shares of Acquiror Common Stock or other equity securities of Acquiror after the date of this
Sponsor Agreement (such Acquiror Common Stock or other equity securities of Acquiror, collectively the “New Shares”),
then such New Shares acquired or purchased by such Sponsor shall be subject to the terms of this Sponsor Agreement to the same
extent as if they constituted the Acquiror Common Stock owned by such Sponsor as of the date hereof.


 


Section 1.8 Sponsor
Covered Shares.


 


(a) Acquiror,
the Company and each Sponsor agrees that, as of (but subject to) the Closing, twenty percent (20%) of the aggregate Sponsor Shares
held by the Sponsors immediately after the Closing (including after giving effect to any forfeiture pursuant to Section 1.1(a)
and Section 1.1(b)) shall become unvested (the “Unvested Shares”) and shall be subject to the vesting
and forfeiture provisions set forth in this Section 1.8, it being understood that the aggregate number of Unvested Shares
will not exceed 1,725,000.


 


(b) Subject
to Section 1.8(c), Section 1.8(d), and Section 1.8(e), on the tenth (10th) anniversary of the Closing
Date, (i) if the Minimum Target has not been achieved, each Sponsor’s Minimum Target Sponsor Covered Shares shall be forfeited
by the holders thereof to the Company for no consideration with no further action required of any Person and (ii) if the Maximum
Target has not been achieved, each Sponsor’s Maximum Target Sponsor Covered Shares shall be forfeited by the holders thereof
to the Company for no consideration with no further action required of any Person.


 






    5


     


    

 


(c) The
Unvested Shares shall vest (and shall not be subject to the restrictions and forfeiture provisions set forth in this Section
1.8, including, for the avoidance of doubt, Section 1.8(b)), as follows: (i) such Sponsor’s Minimum Target Sponsor
Covered Shares shall vest upon the first day after the closing share price of PubCo Common Stock equals or exceeds $15.00 per share,
as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like, for any 20 trading days within any consecutive
30-trading day period commencing on or after the Closing Date and ending on or prior to the tenth (10th) anniversary
of the Closing Date (the “Minimum Target”) and (ii) such Sponsor’s Maximum Target Sponsor Covered Shares
shall vest upon the first day after the closing share price of PubCo Common Stock equals or exceeds $17.50 per share, as adjusted
for stock splits, dividends, reorganizations, recapitalizations and the like, for any 20 trading days within any consecutive 30-trading
day period commencing on or after the Closing Date and ending on or prior to the tenth (10th) anniversary of the Closing
Date (the “Maximum Target”).


 


(d) In
the event that after the Closing and prior to the ten (10)-year anniversary of the Closing Date, there is a Covered Strategic Transaction
(or a definitive agreement providing for a Covered Strategic Transaction has been entered into prior to the ten (10)-year anniversary
of the Closing Date and such Covered Strategic Transaction is ultimately consummated, even if such consummation occurs after the
ten (10)-year anniversary of the Closing Date), then if the per share value of the consideration to be received by the holders
of the PubCo Common Stock in such Covered Strategic Transaction equals or exceeds $15.00 per share and the Minimum Target has not
been previously achieved, then the Minimum Target shall be deemed to have been achieved, and if the per share value of the consideration
to be received by the holders of the PubCo Common Stock in such Covered Strategic Transaction equals or exceeds $17.50 per share
and the Maximum Target (or both the Minimum Target and the Maximum Target) has not been previously achieved, then the Maximum Target
(and, if not previously achieved, the Minimum Target) shall be deemed to have been achieved; provided, that if the consideration
to be received by the holders of the PubCo Common Stock in such Covered Strategic Transaction includes non-cash consideration,
the value of such consideration shall be determined in good faith by the PubCo Board; provided, further, but subject
to Section 1.8(e) below, that such Sponsor Covered Shares that are not deemed earned as of the consummation of such Covered
Strategic Transaction shall be cancelled for no consideration. In the event either the Minimum Target or the Maximum Target would
be deemed to be achieved pursuant to this clause (d), the Minimum Target or Maximum Target shall be deemed to be satisfied immediately
prior to the consummation of the Covered Strategic Transaction and the applicable Sponsor Covered Shares shall receive the same
consideration per share as the shares of PubCo Common Stock receive in the Covered Strategic Transaction.


 


(e) Notwithstanding
anything herein to the contrary, in the event that after the Closing and prior to the ten (10)-year anniversary of the Closing
Date, there is a Change in Control (or a definitive agreement providing for a Change in Control has been entered into prior to
the ten (10)-year anniversary of the Closing Date and such Change in Control is ultimately consummated, even if such consummation
occurs after the ten (10)-year anniversary of the Closing Date), then the Minimum Target and the Maximum Target shall be deemed
to have been achieved immediately prior to the consummation of the Change in Control and the applicable Sponsor Covered Shares
shall receive the same consideration per share (if any) as the shares of PubCo Common Stock receive in the Change in Control.


 






    6


     


    

 


(f) The
Sponsors and the Company acknowledge and agree that:


 


(i) Sponsor
Covered Shares shall participate in any dividends or other distributions with respect to PubCo Common Stock prior to the date such
Sponsor Covered Shares become Transferable in accordance herewith and thereafter;


 


(ii) Sponsor
Covered Shares shall have all voting rights, and the Sponsors shall be entitled to vote on any matter as a holder of Sponsor Covered
Shares, prior to the date such Sponsor Covered Shares become freely Transferable in accordance herewith and thereafter;


 


(iii) notwithstanding
anything to the contrary herein, the Sponsor Covered Shares shall remain subject to the restrictions on Transfer under applicable
securities Laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder; and


 


(iv) each
certificate evidencing any Sponsor Covered Shares and each certificate issued in exchange for or upon the Transfer of any Sponsor
Covered Shares (unless such Sponsor Covered Shares are no longer subject to the restrictions on Transfer and forfeiture provisions
set forth in this Sponsor Agreement) shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A SPONSOR SUPPORT AGREEMENT, DATED
AS OF MARCH 2, 2021, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S
SHAREHOLDERS, AS AMENDED. A COPY OF SUCH SPONSOR SUPPORT AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER
HEREOF UPON WRITTEN REQUEST.”


 


The
Company shall imprint such legend on certificates evidencing the Sponsor Covered Shares. The legend set forth above shall be removed
from the certificates evidencing any Sponsor Covered Shares that are no longer subject to the restrictions on Transfer and forfeiture
provisions set forth in this Sponsor Agreement.


 


(g) Any
purported Transfer of Sponsor Covered Shares in violation of this Sponsor Agreement shall be null and void ab initio.


 


Section 1.9 Sponsor
Charitable Donation. Following the Closing Date, each Sponsor will donate the number of Minimum Target Sponsor Covered Shares,
Maximum Target Sponsor Covered Shares and shares of PubCo Common Stock set forth on Schedule I under the heading “Charitable
Contribution Shares” to a charity to be mutually agreed by the Sponsor and the Company, in each case, for no consideration
as a charitable contribution (which donation will be made in any event on or before the day that is one day after the one year
anniversary of the Closing Date).


 






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Section 1.10 Further
Assurances. From time to time, at the Company’s or Acquiror’s request and without further consideration, each
Sponsor shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or
reasonably requested to effect the actions and consummate the transactions contemplated by this Sponsor Agreement, the Merger
Agreement, the Voting Letter Agreement and any Ancillary Agreement to which such Sponsor is a party. Each Sponsor further agrees
not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect
to, any action or claim, derivative or otherwise, relating to the negotiation, execution or delivery of this Sponsor Agreement,
the Merger Agreement or the transactions contemplated hereby or thereby against (i) Acquiror, Acquiror’s Affiliates or Acquiror’s
directors or officers, (ii) the Company, the Company’s Affiliates or the Company’s officers or directors or (iii)
any of their respective successors and assigns.


 


Section 1.11 No Inconsistent
Agreement. Each Sponsor hereby represents and covenants that such Sponsor has not entered into, and shall not enter into,
any agreement that would restrict, limit or interfere with the performance of such Sponsor’s obligations hereunder.


 


Section 1.12 Disclosure.
Each Sponsor hereby authorizes the Company and Acquiror to publish and disclose in any announcement or disclosure required by
the SEC the Sponsor’s identity and ownership of the Sponsor Securities and the nature of the Sponsor’s obligations
under this Sponsor Agreement; provided, that prior to any such publication or disclosure the Company and Acquiror
have provided the Sponsor with an opportunity to review and comment upon such announcement or disclosure, which comments the Company
and Acquiror will consider in good faith.


 


Section 1.13 Binding
Effect of the Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and has had the opportunity
to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.04 (Confidentiality; Publicity)
and 7.11 (Exclusivity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if (a) such Sponsor
was an original signatory to the Merger Agreement with respect to such provisions, and (b) each reference to the “Acquiror
Parties” contained in Section 7.11 of the Merger Agreement (other than Section 7.11(a)(iii)) also referred to each such
Sponsor.


 


Section 1.14 Support
of the Merger. From the date hereof until the termination of this Sponsor Agreement, each Sponsor shall use reasonable best
efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary to consummate
the Merger and the other transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth
therein and shall not take any action that would reasonably be expected to materially delay or prevent the satisfaction of any
of the conditions to the Merger set forth in Article 8 of the Merger Agreement.


 



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ARTICLE
II

REPRESENTATIONS AND WARRANTIES


 


Section 2.1 Representations
and Warranties of the Sponsors. Each Sponsor represents and warrants as of the date hereof to Acquiror and the Company (solely
with respect to itself, himself or herself and not with respect to any other Sponsor) as follows:


 


(a) Organization;
Due Authorization. If such Sponsor is not an individual, it is duly organized, validly existing and in good standing under
the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance
of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Sponsor’s corporate,
limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability
company or organizational actions on the part of such Sponsor. If such Sponsor is an individual, such Sponsor has full legal capacity,
right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Sponsor
Agreement has been duly executed and delivered by such Sponsor and, assuming due authorization, execution and delivery by the other
parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable
against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar
Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and
other equitable remedies). If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person signing
this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on behalf of the applicable Sponsor.


 


(b) Ownership.
Such Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of such Sponsor’s
Sponsor Shares and Sponsor Warrants, and there exist no Liens or any other limitation or restriction (including any restriction
on the right to vote, sell or otherwise dispose of such Sponsor Shares or Sponsor Warrants (other than transfer restrictions under
the Securities Act)) affecting any such Sponsor Shares or Sponsor Warrants, other than pursuant to (i) this Sponsor Agreement,
(ii) the organizational documents of Acquiror, (iii) the Merger Agreement, (iv) the Voting Letter Agreement or (v) any applicable
securities Laws. Such Sponsor’s Sponsor Shares and Sponsor Warrants are the only equity securities in Acquiror owned of record
or beneficially by such Sponsor on the date of this Sponsor Agreement, and none of such Sponsor’s Sponsor Shares or Sponsor
Warrants are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Sponsor Shares
or Sponsor Warrants, except as provided hereunder. Other than (x) the Sponsor Shares, (y) the Sponsor Warrants and (z) the Sponsor
Notes, such Sponsor does not hold
or own any shares of capital stock of Acquiror (or any rights, options, warrants to acquire, or any debt, loans or other securities
convertible into or exercisable or exchange able for, shares of capital stock of Acquiror) or any interest therein.


 






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(c) No
Conflicts. The execution and delivery of this Sponsor Agreement by such Sponsor does not, and the performance by such Sponsor
of his, her or its obligations hereunder will not, (i) if such Sponsor is not an individual, conflict with or result in a violation
of the organizational documents of such Sponsor or (ii) require any consent or approval that has not been given or other action
that has not been taken by any Person (including under any Contract binding upon such Sponsor or such Sponsor’s Sponsor Shares
or Sponsor Warrants), in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay
the performance by such Sponsor of its, his or her obligations under this Sponsor Agreement.


 


(d) Litigation.
There are no Actions pending against such Sponsor, or to the knowledge of such Sponsor threatened against such Sponsor, before
(or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner
challenges or seeks to prevent, enjoin or materially delay the performance by such Sponsor of its, his or her obligations under
this Sponsor Agreement.


 


(e) Brokerage
Fees. No financial advisor, investment banker, broker, finder or other similar intermediary is entitled to any fee or commission
from Acquiror, the Company or any of their respective Affiliates in connection with the Merger Agreement, the agreements ancillary
thereto, this Sponsor Agreement or any of the respective transactions contemplated thereby and hereby, in each case, based upon
any arrangement or agreement made by or, to the knowledge of such Sponsor, on behalf of such Sponsor, for which Acquiror or the
Company would have any obligations or liabilities of any kind or nature.


 


(f) Affiliate
Arrangements. Except as set forth on Schedule II attached hereto, neither such Sponsor nor any of its Affiliates nor
any anyone related by blood, marriage or adoption to such Sponsor or to the actual knowledge of such Sponsor any Person in which
such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater (i) is party to, or has any rights
with respect to or arising from, any material Contract with Acquiror or its Subsidiaries or (ii) shall receive (or be entitled
to receive) from Acquiror, PubCo or the Company any finder’s fee, reimbursement, consulting fee, monies or consideration
in the form of equity in respect of any repayment of a loan or other compensation prior to, or in connection with, any services
rendered in order to effectuate the consummation of Acquiror’s initial Business Combination (regardless of the type of transaction
that it is, but including, for the avoidance of doubt, the Merger).


 


(g) Acknowledgment.
Such Sponsor understands and acknowledges that each of Acquiror and the Company is entering into the Merger Agreement in reliance
upon such Sponsor’s execution and delivery of this Sponsor Agreement.


 


ARTICLE
III

MISCELLANEOUS


 


Section 3.1 Definitions.


 


“Acquiror”
has the meaning set forth in the preamble.


 


“Charter”
has the meaning set forth in Section 1.4.


 


“Company”
has the meaning set forth in the preamble.


 






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“Covered
Strategic Transaction” means the occurrence in a single transaction or as a result of a series of related transactions,
of a merger, consolidation, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation,
dissolution or other similar transaction with respect to PubCo and its Subsidiaries, taken as a whole, whereby all or substantially
all of the holders of the outstanding shares of PubCo Common Stock have such shares converted, exchanged or otherwise replaced
with the right to receive cash, securities or other property.


 


“Change
in Control” means the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other
similar transaction), in one transaction or a series of related transactions, a person or entity or group of affiliated persons
or entities (other than an underwriter pursuant to an offering), of PubCo’s voting securities if, after such transfer or
acquisition, such person, entity or group of affiliated persons or entities would beneficially own (as defined in Rule 13d-3 promulgated
under the Exchange Act) more than 50% of the outstanding voting securities of PubCo.


 


“Excess
Expense Amount” has the meaning set forth in Section 1.1(b).


 


“immediate
family” means any relationship by blood, current or former marriage or adoption, not more remote than first cousin.


 


“Maximum
Target” has the meaning set forth in Section 1.8(c).


 


“Maximum
Target Sponsor Covered Shares” means fifty percent (50%) of the Unvested Shares, which shall be allocated to each Sponsor
based on the percentages as set forth on Schedule I.


 


“Merger
Sub” has the meaning set forth in the recitals.


 


“Merger
Agreement” has the meaning set forth in the recitals.


 


“Minimum
Target” has the meaning set forth in Section 1.8(c).


 


“Minimum
Target Sponsor Covered Shares” means fifty percent (50%) of the Unvested Shares, which shall be allocated to each Sponsor
based on the percentages as set forth on Schedule I.


 


“New
Shares” has the meaning set forth in Section 1.7.


 


“PubCo”
has the meaning set forth in the preamble.


 


“Sponsor”
has the meaning set forth in the preamble.


 


“Sponsor
Agreement” has the meaning set forth in the preamble.


 


“Sponsor
Covered Shares” means, collectively, the Minimum Target Sponsor Covered Shares and the Maximum Target Sponsor Covered
Shares.


 


“Sponsor
Notes” has the meaning set forth on Schedule II.


 


“Sponsor
Securities” means the Sponsor Shares and the Sponsor Warrants.


 


“Sponsor
Shares” has the meaning set forth in the recitals.


 


“Sponsor
Warrants” has the meaning set forth in the recitals.


 






    11


     


    

 


“Transfer”
means any direct or indirect (i) offer, pledge, sale, contract to sell, sale of any option or contract to purchase, purchase of
any option or contract to sell, grant of any option, right or warrant to purchase, lending, or other transfer or disposition of
any Sponsor Securities, (ii) entry into any hedging, swap or other agreement or transaction that transfers, in whole or in part,
any of the economic consequences of ownership of the Sponsor Securities, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (iii) any voluntary public disclosure of any action contemplated in the foregoing
clauses (i) and (ii). “Transferable” and “Transferee” shall each have a correlative meaning.


 


“Unvested
Shares” has the meaning set forth in Section 1.8(a).


 


“Voting
Letter Agreement” has the meaning set forth in Section 1.6(a).


 


Section 3.2 Termination.
This Sponsor Agreement and all of its provisions shall terminate and be of no further force or effect upon the termination prior
to the Closing of the Merger Agreement in accordance with its terms. Upon such termination of this Sponsor Agreement, all obligations
of the parties under this Sponsor Agreement will terminate, without any liability or other obligation on the part of any party
hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against
another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the
subject matter hereof; provided, however, that (a) no other termination of this Sponsor Agreement shall be effective
without the mutual written agreement of Acquiror and the Company and (b) the termination of this Sponsor Agreement shall not relieve
any party hereto from liability arising in respect of any breach of this Sponsor Agreement prior to such termination. This ARTICLE
III shall survive the termination of this Sponsor Agreement.


 


Section 3.3 Governing
Law. This Sponsor Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise
out of or relate to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including any
claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with
this Sponsor Agreement) will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable
to agreements executed and performed entirely within such State.


 


Section 3.4 CONSENT
TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a) THE
PARTIES TO THIS SPONSOR AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN WILMINGTON, DELAWARE OR THE
COURTS OF THE UNITED STATES LOCATED IN WILMINGTON, DELAWARE IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS
OF THIS SPONSOR AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS
SPONSOR AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS SPONSOR
AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT
THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS SPONSOR AGREEMENT MAY NOT BE
ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT
FORUM, OR THAT THE VENUE OF THE ACTION IS IMPROPER. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY PARTY TO THIS
SPONSOR AGREEMENT BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED
IN Section 3.10.


 






    12


     


    

 


(b) WAIVER
OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SPONSOR
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SPONSOR AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
(I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS SPONSOR AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section
3.4.


 


Section 3.5 Assignment.
This Sponsor Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and
their respective heirs, successors and permitted assigns. Neither this Sponsor Agreement nor any of the rights, interests or obligations
hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.


 


Section 3.6 Specific
Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Sponsor
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Sponsor Agreement and to enforce
specifically the terms and provisions of this Sponsor Agreement in the chancery court or any other state or federal court within
the State of Delaware, without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing
or posting of any bond in connection with such remedy), this being in addition to any other remedy to which such party is entitled
at law or in equity.


 


Section 3.7 Amendment.
This Sponsor Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by Acquiror, the Company and the Sponsors.


 






    13


     


    

 


Section 3.8 Severability.
If any provision of this Sponsor Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Sponsor Agreement will remain in full force and effect. Any provision of this Sponsor Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


Section 3.9 Waiver.
No failure or delay by any party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies of the parties hereto hereunder are cumulative and are not exclusive of any rights
or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be
valid only if set forth in a written instrument executed and delivered by such party.


 


Section 3.10 Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given
(a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery
service or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed
as follows:


 


If to Acquiror or Merger Sub:



Capitol Investment Corp. V


1300 17th Street North, Suite 820


Arlington, Virginia 22209


Attention: Mark D. Ein, Chairman & CEO, and
Dyson Dryden, President & CFO


Email: mark@capinvestment.com


    dyson@capinvestment.com


 


with a copy to (which will not constitute notice):


 


Latham & Watkins LLP


555 Eleventh Street, N.W.


Washington, DC 20004


Attention: Paul Sheridan and Daniel R. Breslin


Email: paul.sheridan@lw.com


    daniel.breslin@lw.com


 


If to the Company:


 


Doma Holdings, Inc.

101 Mission Street, Suite 740

San Francisco, California 94105

Attention: Eric Watson, General Counsel

Email: ewatson@statestitle.com


 



    14


     


    




with a copy to (which will not constitute notice):


 


Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, California 94025

Attention: Stephen Salmon

Email: stephen.salmon@davispolk.com


 


If to a Sponsor:


 


To such Sponsor’s address set forth in Schedule
I


 


with a copy to (which will not constitute notice):



Latham & Watkins LLP


555 Eleventh Street, N.W.


Washington, DC 20004


Attention: Paul Sheridan


Email: paul.sheridan@lw.com


 


Section 3.11 Counterparts.
This Sponsor Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or electronic transmission),
each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. This
Sponsor Agreement shall become effective when each party shall have received a counterpart hereof signed by all of the other parties.
Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN
Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


Section 3.12 Entire
Agreement. This Sponsor Agreement and the agreements referenced herein constitute the entire agreement and understanding of
the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations
by or among the parties hereto to the extent they relate in any way to the subject matter hereof.


 


[THE REMAINDER OF THIS PAGE
IS INTENTIONALLY BLANK]


 




    15


     


    


 


IN WITNESS WHEREOF, the
Sponsors, Acquiror and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written
above.


 


	 	SPONSORS:
	 	 	 
	 	CAPITOL ACQUISITION MANAGEMENT V LLC
	 	By:	Leland Investments Inc.
	 	 	 
	 	By:	/s/ Mark D. Ein
	 	Name: 	Mark D. Ein
	 	Title:	Managing Member
	 	 	 
	 	 	 
	 	CAPITOL ACQUISITION FOUNDER V LLC
	 	 	 
	 	By:	/s/ L. Dyson Dryden
	 	Name:	L. Dyson Dryden
	 	Title:	Managing Member


 


	 	/s/ Lawrence Calcano
	 	Name: Lawrence Calcano
	 	 
	 	/s/ Richard C. Donaldson
	 	Name: Richard C. Donaldson
	 	 
	 	/s/ Raul J. Fernandez
	 	Name: Raul J. Fernandez
	 	 
	 	/s/ Thomas Sidney Smith, Jr.
	 	Name:  Thomas Sidney Smith, Jr.


 


[Signature Page to Sponsor Support Agreement]


 




     


     


    

 


	 	ACQUIROR:
	 	 	 
	 	CAPITOL Investment CORP. V
	 	 	 
	 	By:	/s/ L. Dyson Dryden
	 	Name: 	L. Dyson Dryden
	 	Title:	President and Chief Financial Officer


 


[Signature Page to Sponsor
Support Agreement]


 






     


     


    

 


	 	COMPANY:
	 	 	 
	 	DOMA HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Max Simkoff
	 	Name: 	Max Simkoff
	 	Title:	Chief Executive Officer


 


[Signature Page to Sponsor
Support Agreement]


 




     


     


    

 


Schedule I


 


Sponsor Shares and Sponsor Warrants


 


	 	 	 	 	 	 	 	 	 	 	 	Sponsor Covered Shares	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	Example Assuming 1,725,000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	Unvested Shares	 	 	Charitable Contribution Shares	 
	Sponsor	 	Sponsor
 Shares	 	 	Sponsor
 Warrants	 	 	Pro Rata
 Share
 of
 Sponsor
 Shares	 	 	Minimum 
 Target 
 Sponsor 
 Covered 
 Shares	 	 	Maximum 
 Target 
 Sponsor 
 Covered 
 Shares	 	 	Shares of
 PubCo
 Stock	 	 	Minimum
 Target
 Sponsor
 Covered 
 Shares	 	 	Maximum
 Target
 Sponsor
 Covered 
 Shares	 
	Capitol Acquisition Management V, LLC	 		5,336,395	 	 		3,357,021	 	 		61.87	%	 		533,639	 	 		533,639	 	 		154,676	 	 		77,338	 	 		77,338	 
	Capitol Acquisition Founder V, LLC	 	 	3,088,605	 	 	 	1,942,980	 	 	 	35.81	%	 	 	308,861	 	 	 	308,861	 	 	 	89,524	 	 	 	44,762	 	 	 	44,762	 
	Lawrence Calcano	 	 	50,000	 	 	 	133,333	 	 	 	0.58	%	 	 	5,000	 	 	 	5,000	 	 	 	1,450	 	 	 	725	 	 	 	725	 
	Richard C. Donaldson	 	 	50,000	 	 	 	133,333	 	 	 	0.58	%	 	 	5,000	 	 	 	5,000	 	 	 	1,450	 	 	 	725	 	 	 	725	 
	Raul J. Fernandez	 	 	50,000	 	 	 	133,333	 	 	 	0.58	%	 	 	5,000	 	 	 	5,000	 	 	 	1,450	 	 	 	725	 	 	 	725	 
	Thomas Sidney Smith, Jr.	 	 	50,000	 	 	 	133,333	 	 	 	0.58	%	 	 	5,000	 	 	 	5,000	 	 	 	1,450	 	 	 	725	 	 	 	725	 
	Total:	 	 	8,625,000	 	 	 	5,833,333	 	 	 	100.00	%	 	 	862,500	 	 	 	862,500	 	 	 	250,000	 	 	 	125,000	 	 	 	125,000	 



 


 


[Schedule I to Sponsor Support Agreement]


 




     


     


    

 


Schedule II


 


Affiliate Agreements


 


Administrative Services Agreement, dated as of December 1, 2020,
by and between Venturehouse Group, LLC, Dryden Capital Management, LLC and Acquiror


 


Voting Letter Agreement


 


Acquiror may from time to time issue promissory notes to the
Sponsors for working capital needs in connection with the Transaction with a principal of up to $1,500,000 in the aggregate (the
“Sponsor Notes”)


 


Registration Rights Agreement


 


Subscription Letter, dated May 24, 2017, between Acquiror and
Capitol Acquisition Management V LLC


 


Subscription Letter, dated May 24, 2017, between Acquiror and
Capitol Acquisition Founder V LLC


 


Each of the Sponsor’s, as holders of Sponsor Shares, has
rights under the organizational documents of Acquiror with respect to such Sponsor Shares


 


As described in the Acquiror SEC Documents, Acquiror is party
to three consulting agreements to provide assistance with due diligence, deal structuring, documentation and obtaining stockholder
approval for a Business Combination.


 


Private Placement Warrants Purchase Agreement, dated December
1, 2020, between Acquiror and the other parties thereto


 


Indemnification Agreements between Acquiror and each of the
members of its board of directors


 


In February 2021, the Sponsor and independent directors of the
Acquiror committed to provide the Acquiror an aggregate of $970,000 in loans, if necessary, for working capital needs in connection
with the Transactions. The loans, if issued, will be evidenced by notes.


 


 


[Schedule II to Sponsor Support Agreement]