Exhibit
10.4


 


FORM
OF 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 _________, 2021, is entered into by and among Capitol Investment Corp. VI, 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-quarter 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. 333-252855 (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 3,900,000 warrants (or 4,300,000 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 $5,850,000 (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.


 






     


     


    

 


(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, 3,900,000 Private Placement Warrants (or such greater amount as specified herein). On the IPO Closing
Date, upon the payment by the Purchasers of $5,850,000 of the Purchase Price by wire transfer of immediately available funds to the Trust
Fund, the Company shall deliver certificates evidencing the 3,900,000 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 400,000 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. VI






	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	PURCHASERS:
	 	 	 
	 	 
	 	Lawrence Calcano
	 	 	 
	 	 
	 	Richard C. Donaldson
	 	 	 
	 	 
	 	Thomas S. Smith, Jr.
	 	 	 
	 	CAPITOL ACQUISITION MANAGEMENT VI LLC






	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	CAPITOL ACQUISITION FOUNDER VI LLC






	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 



 


[Signature Page to Private Placement Warrants Purchase Agreement]


 



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Exhibit
A


 


	Name of Purchaser	 	Initial Purchase Price	 	 	Initial Private Placement Warrants	 	 	Over-Allotment Purchase Price	 	 	Over-Allotment Private Placement Warrants	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capitol Acquisition Management VI LLC	 		        	 	 		       	 	 		         	 	 		       	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capitol Acquisition Founder VI LLC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lawrence Calcano	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Richard C. Donaldson	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thomas S. Smith, Jr.