Exhibit 10.8


 


THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


AMENDED AND RESTATED 


PROMISSORY NOTE


 


	Principal Amount: $84,996.67	Dated as of November 2, 2020


 


Capitol Investment
Corp. V, a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Capitol
Acquisition Founder V, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of $84,996.67 or such lesser amount as shall have been advanced by the Payee to the Maker and shall
remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms
and conditions described below. This Note amends and restates in its entirety (i) the promissory note entered into between the
Maker and the Payee on October 20, 2017 (as amended on November 14, 2018 and February 21, 2020) and (ii) the promissory note entered
into between the Maker and the Payee on February 21, 2020.


 


1. Principal.
The entire unpaid principal balance of this Note shall be payable on the earliest of (i) October 20, 2021, (ii) the date on
which the Maker consummates an initial public offering of its securities (the “IPO”) and (iii) the date on which the
Maker determines not to proceed with such IPO (such earliest date of clauses (i), (ii) and (iii), the “Maturity Date”).
The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any
officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker
hereunder.


 


2. Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


4. Events
of Default. Each of the following shall constitute an “Event of Default”:


 


(a) Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five business
days of the date specified above.


 






     


     


    

 


(b) Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property,
or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such
debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.


 


(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the
Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 


		5.	Remedies.



 


(a) Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable
thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon
the occurrence of an Event of Default specified in Section 4(b) or 4(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of the Payee.


 


6. Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by
the Payee under the terms of this Note and all benefits that might accrue to the Maker by virtue of any present or future laws
exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process or extension of time for payment;
and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ
of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.


 






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7. Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by the Payee, and consents to any and all extensions of time, renewals, waivers or modifications that may be granted
by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors
or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.


 


8. Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing; (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party; or (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other
communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one business day after delivery
to an overnight courier service or five days after mailing, if sent by mail.


 


9. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF.


 


10. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


11. Trust Waiver.
Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind
(a “Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of
the IPO conducted by the Maker (including the deferred underwriters’ discounts and commissions) and the proceeds of the sale
of the warrants issued in a private placement to occur substantially concurrently with the consummation of the IPO are to be deposited,
as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission
in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against
the trust account for any reason whatsoever.


 


12. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee.


 


13. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto, and any attempted assignment without the required
consent shall be void.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and
year first above written.


 


	 	CAPITOL INVESTMENT CORP. V,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Mark D. Ein
	 	 	Name: Mark D. Ein
	 	 	Title: Chief Executive Officer


 


Accepted and agreed this 2nd day of November, 2020


 


	CAPITOL ACQUISITION FOUNDER V LLC,	 
	a Delaware limited liability company	 
	 	 	 
	By:	/s/ L. Dyson Dryden	 
	 	Name: L. Dyson Dryden	 
	 	Title: Managing Member	 


 


[Signature Page to Promissory Note]


 


 


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