Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


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”).


 


WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (a “Share”),
and one-third of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of
$11.50 per Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange
Commission (the “SEC”), File No. 333-249856 (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”); and


 


WHEREAS, the Purchasers
have agreed to purchase, at a price of $1.50 per warrant, an aggregate of 5,233,333 warrants (or 5,833,333 warrants if the underwriters
in the Public Offering exercise their over-allotment option in full) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Purchasers.


 


B. Purchase
and Sale of the Private Placement Warrants.


 


(i) At
least 24 hours prior to the consummation of the Public Offering, each Purchaser shall deliver its respective portion of the aggregate
purchase price of $1.50 per Private Placement Warrant for an aggregate purchase price of $7,850,000 (the “Purchase
Price”) for the Private Placement Warrants into the trust fund (“Trust Fund”) established
by the Company for the benefit of the Company’s public stockholders as described in the Registration Statement, pursuant
to the terms of an investment management trust agreement to be entered into between the Company and Continental Stock Transfer
& Trust Company, as trustee.


 






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(ii) On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers
and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchasers, and the
Purchasers shall purchase from the Company, 5,233,333 Private Placement Warrants (or such greater amount as specified herein).
On the IPO Closing Date, upon the payment by the Purchasers of $7,850,000 of the Purchase Price by wire transfer of immediately
available funds to the Trust Fund, the Company shall deliver certificates evidencing the 5,233,333 Private Placement Warrants purchased
on such date duly registered in the Purchasers’ names to the Purchasers as set forth on Exhibit A attached hereto
or effect such delivery in book-entry form.


 


(iii) Simultaneously
with the consummation of the closing of any over-allotment option in connection with the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchasers and the Company (each an “Option Closing Date”;
each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue
and sell to the Purchasers, and each Purchaser shall purchase from the Company, its respective portion of such number of additional
Private Placement Warrants, up to a maximum of 600,000 Private Placement Warrants, as is necessary to maintain the amount held
in the Trust Fund at $10.00 per unit sold in the Public Offering. On each Option Closing Date, upon payment by the Purchasers of
the portion of the Purchase Price related to the additional Private Placement Warrants being purchased at such Option Closing Date
by wire transfer of immediately available funds to the Trust Fund, the Company shall deliver certificates evidencing such additional
Private Placement Warrants purchased on such Option Closing Date duly registered in the Purchaser’s names to the Purchasers
as set forth on Exhibit A attached hereto or effect such delivery in book-entry form.


 


C. Terms
of the Private Placement Warrants.


 


(i) Each
Private Placement Warrant shall have the terms set forth in a warrant agreement to be entered into by the Company and a warrant
agent in connection with the Public Offering (the “Warrant Agreement”).


 


(ii) On
or prior to the IPO Closing Date, the Company and the Purchasers shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchasers relating
to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section 2.Representations
and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and purchase the Private
Placement Warrants, the Company hereby represents and warrants to the Purchasers (which representations and warranties shall survive
each Closing Date) that:


 


A. Incorporation
and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of
the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 






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B. Authorization;
No Breach.


 


(i) The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company
as of each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general
applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding
in equity or law) (the “Enforceability Exceptions”). Upon issuance in accordance with, and payment pursuant
to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms as of the applicable Closing Date, subject to the Enforceability Exceptions.


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance
with the respective terms hereof and thereof by the Company do not and will not, as of each Closing Date, (a) conflict with or
result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any
lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation
of or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to the amended and restated certificate of incorporation of
the Company (in effect on the date hereof or as may be amended prior to the applicable Closing Date), or any material law, statute,
rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject,
except for any filings required after the date hereof under federal or state securities laws.


 


C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares
issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and non-assessable. On the
date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have
been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
each Purchaser will have good title to the Private Placement Warrants purchased by such Purchaser and the Shares issuable upon
exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities
laws and (iii) liens, claims or encumbrances imposed due to the actions of the Purchasers.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby, except for any filings required after the date hereof under federal or state
securities laws.


 






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Section 3.Representations
and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and issue and sell the
Private Placement Warrants to the Purchasers, each Purchaser, severally and not jointly, hereby represents and warrants to the
Company (which representations and warranties shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. Such Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject to the
Enforceability Exceptions.


 


(ii) The
execution and delivery by such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by such
Purchaser does not and shall not, as of each Closing Date, (a) conflict with or result in a breach by such Purchaser of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge
or encumbrance upon such Purchaser’s equity or assets under, (d) result in a violation of or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to such Purchaser’s organizational documents (in effect on the date hereof or as may be amended prior
to the applicable Closing Date), or any material law, statute, rule or regulation to which such Purchaser is subject, or any agreement,
instrument, order, judgment or decree to which such Purchaser is subject, except for any filings required after the date hereof
under federal or state securities laws.


 


C. Investment
Representations.


 


(i) Such
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable
upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only
and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) Such
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act, and such Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
Securities Act.


 


(iii) Such
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the U.S. federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and such Purchaser’s compliance with, the representations and warranties of such Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such Securities.


 






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(iv) Such
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) under the Securities Act.


 


(v) Such
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. Such Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. Such Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi) Such
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) Such
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities
Act will not be available for resale transactions of Securities prior to the completion of an initial business combination and
may not be available for resale transactions of Securities after an initial business combination.


 


(viii) Such
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. Such Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity that would be jeopardized by the investment
in the Securities. Such Purchaser can afford a complete loss of its investment in the Securities.


 


(D) Legend.
Such Purchaser acknowledges and agrees that the Private Placement Warrants will bear a legend substantially in the form set forth
in the Warrant Agreement.


 


Section 4.Return
of Funds. If the Company does not complete the Public Offering within 14 days of the date the Purchase Price is delivered to
the Trust Fund, the Company shall return the Purchase Price (without interest or deduction) to the undersigned, in an amount set
forth on Exhibit A.


 






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Section 5.Conditions
of the Purchasers’ Obligations. The obligations of the Purchasers to purchase and pay for the Private Placement Warrants
are subject to the fulfillment, on or before the applicable Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 hereof shall be true and correct
at and as of such Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant
Agreement. The Company shall have entered into the Warrant Agreement on terms satisfactory to the Purchasers.


 


Section 6.Conditions
of the Company’s Obligations. The obligations of the Company to each Purchaser under this Agreement are subject to the
fulfillment, on or before the applicable Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of such Purchaser contained in Section 3 hereof shall be true and
correct at and as of such Closing Date as though then made.


 


B. Performance.
Such Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by such Purchaser on or before such Closing Date.


 


C. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


E. Warrant
Agreement. The Purchasers shall have entered into the Warrant Agreement.


 






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Section 7.Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchasers to affiliates thereof (including, without limitation, one or more of its members).


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the laws of another jurisdiction.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
the parties hereto.


 


[Signature Page Follows]








 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date set forth above.


 


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


 


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


 


	 	CAPITOL ACQUISITION MANAGEMENT V LLC
	 	 	 
	 	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


 


[Signature Page to Private Placement
Warrants Purchase Agreement]


 






     


     


    

 





Exhibit A


 


	Name of Purchaser	 	Initial
 Purchase Price	 	 	Initial Private
 Placement
 Warrants	 	 	Over-
 Allotment
 Purchase Price	 	 	Over-
 Allotment
 Private
 Placement
 Warrants	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capitol Acquisition Management V LLC	 	$	4,465,470.00	 	 	 	2,976,981	 	 	$	570,060.00	 	 	 	380,040	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capitol Acquisition Founder V LLC	 	$	2,584,530.00	 	 	 	1,723,020	 	 	$	329,940.00	 	 	 	219,960	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lawrence Calcano	 	$	200,000.00	 	 	 	133,333	 	 	 	—	 	 	 	—	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Richard C. Donaldson	 	$	200,000.00	 	 	 	133,333	 	 	 	—	 	 	 	—	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Raul J. Fernandez	 	$	200,000.00	 	 	 	133,333	 	 	 	—	 	 	 	—	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thomas S. Smith, Jr.	 	$	200,000.00	 	 	 	133,333	 	 	 	—	 	 	 	—