Exhibit
10.1(a)


 


____________
__, 2017


 


Capitol
Investment Corp. IV


509
7th Street, N.W.


Washington,
D.C. 20004


 


Citigroup
Global Markets Inc.


388
Greenwich Street


New
York, New York 10013


 


Deutsche
Bank Securities Inc.


60
Wall Street


New
York, New York 10005


 


J.P.
Morgan Securities LLC


383
Madison Avenue


New
York, New York 10179


 


Re:    Initial
Public Offering


 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Capitol Investment Corp. IV, a Cayman Islands exempted company (the “Company”),
and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives (collectively,
the “Representatives”) 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 comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”).
Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.       If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all shares beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 






     


     


    

 


2.       In
the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s
Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time (“Charter”),
the undersigned will, as promptly as possible, (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible, but not more than 10 business days thereafter, redeem the IPO Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account not previously
released to the Company, divided by the number of then outstanding IPO Shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders
and the Company’s board of directors, dissolve and liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The undersigned
hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account and any remaining
net assets of the Company as a result of such liquidation with respect to the Founders’ Shares owned by the undersigned
(“Claim”). However, if any of the undersigned have acquired IPO Shares in or after the IPO, they will be entitled
to liquidating distributions from the Trust Account with respect to such IPO Shares in the event that the Company fails to consummate
a Business Combination within the time period set forth in the Company’s Charter. The undersigned acknowledges and agrees
that there will be no distribution from the Trust Account with respect to any warrants, all rights of which will terminate on
the Company’s liquidation.


 


3.       The
undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target
business that is affiliated with any Insiders of the Company or their affiliates, such transaction must be approved by a majority
of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment
banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the
Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial
point of view.


 


4.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in order to effectuate, the consummation
of the Business Combination; provided that the Company shall be allowed to make the payments set forth in the Registration Statement
under the caption “Prospectus Summary – The Offering – Limited payments to insiders.”


 




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5.          (a)     
 The
undersigned agrees that the Founder’ Shares may not be transferred, assigned or sold (except to certain permitted transferees
as described in the Registration Statement) until the earlier to occur of: (1) one year after the consummation of a Business Combination
and (2) the date following the completion of the Company’s initial Business Combination on which the Company completes a
liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange
their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s
Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Company’s initial Business Combination, the founder shares will be released from the lockup.


 


(b)       
The undersigned will not, without the prior written consent of Citigroup Global Markets Inc. pursuant to the Underwriting Agreement,
offer, sell, contract to sell, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might
reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned
or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration
statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any other Units,
ordinary shares, Warrants of the Company or any securities convertible into, or exercisable, or exchangeable for, ordinary shares
or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting
Agreement.


 


(c)       The
undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Placement Warrants
will be subject to the transfer restrictions described in the Private Placement Warrants Purchase Agreement relating to the undersigned’s
Private Placement Warrants.


 


(d)       The
undersigned acknowledges and agrees that if, in order to consummate any Business Combination, the holders of Founders’ Shares
or Private Placement Warrants are required to contribute back to the capital of the Company a portion of any such securities to
be cancelled by the Company or transfer any such securities to third parties, the undersigned will contribute back to the capital
of the Company or transfer to such third parties, at no cost, a proportionate number of Founders’ Shares or Private Placement
Warrants, as applicable, pro rata with the other holders of Founders’ Shares or Private Placement Warrants, as applicable.


 


6.         (a)      In
order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned
hereby agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned
shall present to the Company for its consideration, prior to presentation to any other entity, any target business that has a
fair market value of at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to management
for working capital purposes and excluding the amount of deferred underwriting discounts held in trust), subject to any
pre-existing fiduciary or contractual obligations the undersigned might have.


 






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(b)       The
undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured in the
event of a breach of the obligations under paragraph 6(a) herein, (ii) monetary damages may not be an adequate remedy for such
breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party
may have in law or in equity, in the event of such breach.


 


7.             The
undersigned agrees to be a Director of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the
Representatives is true and accurate in all respects, does not omit any material information with respect to the undersigned’s
background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under
the Securities Act of 1933, as amended. The undersigned’s FINRA Questionnaire previously furnished to the Company and the
Representatives is true and accurate in all respects. The undersigned represents and warrants that:


 


		(a)	he
                                         or she is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist
                                         order or order or stipulation to desist or refrain from any act or practice relating
                                         to the offering of securities in any jurisdiction;



 


		(b)	he
                                         or she has never been convicted of or pleaded guilty to any crime (i) involving any fraud
                                         or (ii) relating to any financial transaction or handling of funds of another person,
                                         or (iii) pertaining to any dealings in any securities and he is not currently a defendant
                                         in any such criminal proceeding; and



 


		(c)	he
                                         or she has never been suspended or expelled from membership in any securities or commodities
                                         exchange or association or had a securities or commodities license or registration denied,
                                         suspended or revoked.



 


8.       The
undersigned has full right and power, without violating any agreement by which he or she is bound, to enter into this letter agreement
and to serve as Director of the Company.


 


9.       The
undersigned hereby waives his or her right to exercise conversion rights with respect to any of the Company’s ordinary
shares owned or to be owned by the undersigned, directly or indirectly, whether such shares be part of the Founders’
Shares or IPO Shares, and agrees that he or she will not seek conversion with respect to such shares (or sell such shares to
the Company in any tender offer) in connection with any vote to approve a Business Combination.


 


10.     The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article 49.4 of the Company’s Charter prior
to the consummation of a Business Combination unless the Company provides public shareholders with the opportunity to convert
their ordinary shares upon such approval in accordance with such Article 49.4 thereof.


 






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11.      This
letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this
letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United
States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


12.      As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
shall mean all officers, directors and sponsors of the Company immediately prior to the IPO; (iii) “Founders’ Shares”
shall mean all of the Class B Ordinary Shares of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares”
shall mean the Class A Ordinary Shares issued in the Company’s IPO; (v) “Private Placement Warrants” shall mean
the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited; and (vii)
“Registration Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-219146) filed
with the Securities and Exchange Commission.


 


13.      This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may
not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.


 


14.      The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters
a representative of, or a fiduciary with respect to, the Company, its shareholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


 


15.      This
letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of a Business Combination and (ii) the
liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach
of this agreement prior to its termination.


 




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	 	 	Print Name of Insider
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	Acknowledged and Agreed:
	 	 	 
	 	 	Capitol Investment Corp. IV
	 	 	 
	 	  By:	 
	 	 	Name:
	 	 	Title:




 


 


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