Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. EffectiveJuly 28, 2021 , the Board adopted a new Code of Ethics and Business Conduct (the "Revised Code"). The Revised Code applies to all employees, officers and directors of New Doma, its affiliates and its subsidiaries. The Board adopted the Revised Code to reflect what New Doma considers to be the current best practices and policies for an operating company and to make certain technical, administrative, and non-substantive amendments to the prior Code of Ethics and Business Conduct. The adoption of the Revised Code did not relate to, or result in, any waiver, explicit or implicit, of any provision of the prior Code of Ethics and Business Conduct. The above description of the Revised Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Code, a copy of which attached as Exhibit 14.1 hereto and incorporated herein by reference. Item 5.06. Change in Shell Company Status. As a result of the Business Combination, New Doma ceased to be a shell company upon the closing of the Business Combination. Reference is made to the disclosures in the Proxy Statement/Prospectus sections titled "The Merger Agreement" and "Proposal No. 1: The Business Combination Proposal," as well as to the information set forth under Item 2.01 in this Report, each of which is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The unaudited condensed consolidated financial statements of Doma for the three months endedMarch 31, 2021 andMarch 31, 2020 and the related notes thereto are set forth in the Proxy Statement/Prospectus beginning on page F-41 and are incorporated herein by reference. The consolidated financial statements of Doma for the years endedDecember 31, 2020 andDecember 31, 2019 , the related notes and the report of independent registered public accounting firm thereto are set forth in the Proxy Statement/Prospectus beginning on page F-61 and are incorporated herein by reference. The unaudited financial statements ofCapitol for the three months endedMarch 31, 2021 andMarch 31, 2020 and the related notes thereto are set forth in the Proxy Statement/Prospectus beginning on page F-3 and are incorporated herein by reference. The financial statements ofCapitol , for the years endedDecember 31, 2020 andDecember 31, 2019 , the related notes and the report of independent registered public accounting firm thereto are set forth in the Proxy Statement/Prospectus beginning on page F-20 and are incorporated herein by reference. (b) Pro forma financial information. The unaudited pro forma financial information of the consolidated combined financial information of New Doma is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 14 -------------------------------------------------------------------------------- (d) Exhibits. Exhibit Description 2.1† Agreement and Plan of Merger, dated as of March
2, 2021, by and among
Investment Corp. V,Capitol V Merger Sub, Inc. and
(incorporated by reference to Exhibit 2.1 toCapitol
Report on Form 8-K filedMarch 3, 2021 ). 2.2 Amendment No. 1 to Agreement and Plan of Merger,
dated as of
by and amongCapitol Investment Corp. V, Capitol V
Holdings, Inc. (incorporated by reference to Exhibit
2.1 to
Corp. V's Current Report on Form 8-K filedMarch 19, 2021 ). 3.1* Amended and Restated Certificate of Incorporation ofDoma Holdings, Inc. 3.2* Amended and Restated Bylaws ofDoma Holdings, Inc. 4.1 Specimen Warrant Certificate (incorporated by
reference to Exhibit 4.3 of
Investment Corp. V's Form S-1/A (File No. 333-249856), filedNovember 19, 2020 ) 4.2 Warrant Agreement, datedDecember 1, 2020 , between
Continental Stock Transfer & Trust Company , as
warrant agent (incorporated by
reference to Exhibit 4.1 ofCapitol Investment Corp.
V's Current Report on Form
8-K, filed onDecember 7, 2020 ) 4.3 Specimen Common Stock Certificate ofDoma Holdings ,
Inc. (incorporated by
reference to Exhibit 4.5 to Amendment No. 2 the
Registration Statement on Form S-4
(File No. 333-254470), filedJune 15, 2021 ) ("Amendment No. 2 to the S-4") 10.1 Form of Subscription Agreement, by and between
Capitol Investment Corp V. and the
undersigned subscriber party thereto (incorporated by
reference to Exhibit
10 .1 to Capitol Investment Cor p. V '
s Current Report on Form 8-K
filedMarch 3 , 2 021) 10.2 Form of Lock-up Agreement (incorporated by
reference to Exhibit 10.4 of
Investment Corp. V's Current Report on Form 8-K, filed onMarch 3, 2021 ) 10.3* Amended & Restated Registration Rights Agreement,
dated as of
and amongDoma Holdings, Inc. and the securityholders signatory thereto 10.4*^ Form of Indemnification Agreement 10.5 Sponsor Support Agreement, datedMarch 2, 2021 , by
and among the sponsors named
thereto,Capitol Investment Corp. V and Doma
reference to Exhibit 10.2 ofCapitol's Current Report
on Form 8-K filed with the
SEC onMarch 3, 2021 ) 10.6^ Employment Agreement betweenDoma Holdings, Inc.
and
(incorporated by reference to Exhibit 10.42 of Amendment No. 2 to the S-4) 10.7^ Employment Agreement betweenDoma Holdings, Inc.
and
by reference to Exhibit 10.43 of Amendment No. 2 to the S-4) 10.8^ Employment Agreement betweenDoma Holdings, Inc.
and
(incorporated by reference to Exhibit 10.44 of Amendment No. 2 to the S-4) 10.9*^ New Doma 2021 Omnibus Incentive Plan 10.10*^ New Doma 2021 Employee Stock Purchase Plan 10.11^Doma Holdings, Inc. Executive Severance Plan
(incorporated by reference to
Exhibit 10.45 of Amendment No. 2 to the S-4) 14.1* Code of Business Conduct and Ethics of Doma
2021 16.1* Letter from Marcum LLP to the SEC, dated August 3, 2021 21.1* List of S ubsidiaries of Doma Holdings, Inc. 99.1* Unaudited Pro Forma Condensed Combined Financial Information 99.2 Unaudited consolidated financial statements of
and for the six months endedJune 30, 2021
(incorporated by reference to Part I,
Item I of C apitol 's Quarterly Report on
Form 10-Q filed on
2021) 99.3 Management's Discussion and Analysis of Financial
Condition and Results of
Operations as of an d for the six months ended June 30, 2 021 (incorporated by reference to Part I , Item 2 of C apitol's Quarterly Report on Form 10-Q filed on July 27, 2021 ) 15
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*Filed herewith ^ Indicates management contract or compensatory plan. †Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to theSEC upon its request. 16
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