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Doma Holdings, Inc. – ‘S-4’ on 3/18/21 – ‘EX-10.18’

On:  Thursday, 3/18/21, at 5:52pm ET   ·   As of:  3/19/21   ·   Accession #:  1628280-21-5117   ·   File #:  333-254470

Previous ‘S-4’:  None   ·   Next:  ‘S-4/A’ on 5/25/21   ·   Latest:  ‘S-4/A’ on 6/15/21   ·   13 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/19/21  Capitol Investment Corp. V        S-4         3/18/21   76:20M                                    Workiva Inc Wde… FA01/FA

Registration Statement – Securities for a Merger   —   Form S-4   —   SA’33
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration Statement - Securities for a Merger    HTML   2.85M 
 2: EX-3.4      Articles of Incorporation/Organization or Bylaws    HTML    101K 
 5: EX-10.17    Material Contract                                   HTML    422K 
 6: EX-10.18    Material Contract                                   HTML     64K 
 7: EX-10.19    Material Contract                                   HTML    250K 
 8: EX-10.20    Material Contract                                   HTML    153K 
 9: EX-10.21    Material Contract                                   HTML     26K 
10: EX-10.22    Material Contract                                   HTML    140K 
11: EX-10.23    Material Contract                                   HTML    101K 
12: EX-10.26    Material Contract                                   HTML     64K 
13: EX-10.27    Material Contract                                   HTML     27K 
14: EX-10.28    Material Contract                                   HTML     48K 
15: EX-10.29    Material Contract                                   HTML     25K 
16: EX-10.30    Material Contract                                   HTML     24K 
17: EX-10.31    Material Contract                                   HTML     25K 
18: EX-10.32    Material Contract                                   HTML    158K 
19: EX-10.33    Material Contract                                   HTML     42K 
20: EX-10.34    Material Contract                                   HTML     28K 
21: EX-10.35    Material Contract                                   HTML     31K 
22: EX-10.36    Material Contract                                   HTML     29K 
23: EX-10.37    Material Contract                                   HTML     33K 
24: EX-10.38    Material Contract                                   HTML     32K 
 3: EX-10.4     Material Contract                                   HTML    141K 
 4: EX-10.5     Material Contract                                   HTML    136K 
25: EX-21.1     Subsidiaries List                                   HTML     19K 
26: EX-23.1     Consent of Expert or Counsel                        HTML     20K 
27: EX-23.2     Consent of Expert or Counsel                        HTML     19K 
28: EX-99.2     Miscellaneous Exhibit                               HTML     21K 
29: EX-99.3     Miscellaneous Exhibit                               HTML     21K 
30: EX-99.4     Miscellaneous Exhibit                               HTML     21K 
31: EX-99.5     Miscellaneous Exhibit                               HTML     21K 
32: EX-99.6     Miscellaneous Exhibit                               HTML     21K 
33: EX-99.7     Miscellaneous Exhibit                               HTML     21K 
40: R1          Cover Page                                          HTML     38K 
41: R2          Balance Sheets                                      HTML     86K 
42: R3          Balance Sheets (Parentheticals)                     HTML     41K 
43: R4          Statements of Operations                            HTML     44K 
44: R5          Statements of Operations (Parentheticals)           HTML     21K 
45: R6          Statements of Changes in Stockholders? Equity       HTML     47K 
46: R7          Statements of Changes in Stockholders? Equity       HTML     22K 
                (Parentheticals)                                                 
47: R8          Statements of Cash Flows                            HTML     76K 
48: R9          Subsequent Events                                   HTML     22K 
49: R10         Description of Organization and Business            HTML     41K 
                Operations                                                       
50: R11         Summary of Significant Accounting Policies          HTML     36K 
51: R12         Initial Public Offering                             HTML     32K 
52: R13         Private Placement                                   HTML     22K 
53: R14         Related Party Transactions                          HTML     26K 
54: R15         Commitments                                         HTML     27K 
55: R16         Stockholders' Equity                                HTML     27K 
56: R17         Income Tax                                          HTML     51K 
57: R18         Fair Value Measurements                             HTML     29K 
58: R19         Summary of Significant Accounting Policies          HTML     62K 
                (Policies)                                                       
59: R20         Income Tax (Tables)                                 HTML     51K 
60: R21         Fair Value Measurements (Tables)                    HTML     26K 
61: R22         Description of Organization and Business            HTML     81K 
                Operations (Details)                                             
62: R23         Summary of Significant Accounting Policies          HTML     25K 
                (Details)                                                        
63: R24         Initial Public Offering (Details)                   HTML     50K 
64: R25         Private Placement (Details)                         HTML     32K 
65: R26         Related Party Transactions (Details)                HTML     43K 
66: R27         Commitments (Details)                               HTML     34K 
67: R28         Stockholders' Equity (Details)                      HTML     64K 
68: R29         Income Tax (Details)                                HTML     30K 
69: R30         Income Tax (Details) - Schedule of deferred tax     HTML     30K 
                assets                                                           
70: R31         Income Tax (Details) - Schedule of income tax       HTML     38K 
                provision                                                        
71: R32         Income Tax (Details) - Schedule of reconciliation   HTML     29K 
                of the federal income tax rate                                   
72: R33         Fair Value Measurements (Details) - Schedule of     HTML     24K 
                air value on a recurring basis                                   
74: XML         IDEA XML File -- Filing Summary                      XML     91K 
39: XML         XBRL Instance -- cic-20210318_htm                    XML    565K 
73: EXCEL       IDEA Workbook of Financial Reports                  XLSX     54K 
35: EX-101.CAL  XBRL Calculations -- cic-20210318_cal                XML     90K 
36: EX-101.DEF  XBRL Definitions -- cic-20210318_def                 XML    287K 
37: EX-101.LAB  XBRL Labels -- cic-20210318_lab                      XML    753K 
38: EX-101.PRE  XBRL Presentations -- cic-20210318_pre               XML    434K 
34: EX-101.SCH  XBRL Schema -- cic-20210318                          XSD    109K 
75: JSON        XBRL Instance as JSON Data -- MetaLinks              174±   246K 
76: ZIP         XBRL Zipped Folder -- 0001628280-21-005117-xbrl      Zip   3.92M

‘EX-10.18’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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  Document  
Exhibit 10.18
Execution Version
COUNTERPART AGREEMENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
This COUNTERPART AGREEMENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “First Amendment”) is entered into as of January 29, 2021, among States Title Holding, Inc., a Delaware corporation (“Borrower”), the Persons listed on Schedule 1 hereto (the “Existing Guarantors”, and together with Borrower, collectively, the “Effective Date Loan Parties”), the Persons listed on Schedule 2 hereto (the “New Guarantors” and, together with Effective Date Loan Parties, collectively, the “Loan Parties”), the lenders from time to time party thereto, and Hudson Structured Capital Management Ltd., a Bermuda limited company, as agent for the Lenders (in such capacity, “Agent”).
WHEREAS, the Effective Date Loan Parties, Agent, and the Lenders from time to time party thereto are parties to that certain Loan and Security Agreement, dated as of December 31, 2020 (the “Existing Loan and Security Agreement”; the Existing Loan and Security Agreement, as may be amended, restated, amended and restated, supplemented or modified from time to time, including pursuant to this First Amendment, the “Loan and Security Agreement”; unless otherwise defined herein, capitalized terms used herein (including in the preamble hereto) that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Loan and Security Agreement;
WHEREAS, the obligation of each Lender to fund its share of the Term Loan under the Loan and Security Agreement is subject to Agent having received a Counterpart Agreement duly executed and delivered by each New Guarantor;
WHEREAS, each New Guarantor acknowledges that it will derive substantial benefit from financial accommodations extended to the Borrower by the Lenders under the Loan and Security Agreement and that it is in the best interests of such New Guarantor that it execute this First Amendment and hereby become a “Loan Party” and a “Guarantor” under the Loan and Security Agreement; and
WHEREAS, the Agent and the Lender have requested that the Loan Parties amend the Loan and Security Agreement to allow the Lenders to assign or grant a participation right in its obligations, rights, and benefits under the Loan and Security Agreement to non-U.S. lenders.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:
1.Joinder to the Loan Documents. Each New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this First Amendment, each New Guarantor will be deemed a “Loan Party” and “Guarantor” for all purposes under the Loan and Security Agreement and each other Loan Document to which the Loan Parties are a party, shall guarantee the Obligations, shall grant a security interest in and Lien on all of its assets to Agent for the benefit of the Secured Parties party to each other Loan Document to which the Loan Parties or Guarantors are a party, and shall have all of the obligations of a Loan Party and Guarantor under the Loan and Security Agreement and each other Loan Document to which the Guarantors are a party and subject to. Each New Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions, conditions, obligations and liabilities applicable to a “Loan Party” and a “Guarantor” contained in the Loan and Security Agreement and each other Loan Document.
2.Amendments to the Existing Loan and Security Agreement.
(a)Section 12.2(b) of the Loan and Security Agreement is amended and restated in its entirety as follows:
1

“With the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), so long as no Event of Default has occurred and is continuing, and the Agent, each Lender and its respective successors, contributees and assigns as permitted hereunder has the right to sell, transfer, assign, contribute or negotiate all or any part of, or any interest in, the Secured Parties’ obligations, rights, and benefits under this Agreement and the other Loan Documents to any Person; provided that no such consent shall be required for any sale, transfer, assignment, contribution or negotiation to any Eligible Assignee. Notwithstanding the foregoing, (i) any Lender may at any time pledge, contribute or assign a security interest in all or any portion of its rights under this Agreement and any other Loan Document to secure obligations of such Lender, including any pledge, contribution or assignment to secure obligations to any Person; (ii) so long as such pledge, contribution or assignment is to a Person (other than an Eligible Assignee), prior written consent is required of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (such consent not to be unreasonably withheld, delayed or conditioned); (iii) no such pledge, contribution or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee, contributee or assignee for such Lender as a party hereto.”
(b)Section 12.2(e) of the Loan and Security Agreement is amended and restated in its entirety as follows:
“[Reserved]”
3.Supplements to Loan and Security Agreement Schedules. The New Guarantors (and with respect to Schedule 1 of Exhibit A attached hereto, the Agent and the Lenders) have attached hereto as Exhibit A supplemental schedules to the Loan and Security Agreement, and the undersigned hereby certifies, as of the date first above written, that such supplemental schedules have been prepared by the undersigned in substantially the form of the equivalent schedules to the Loan and Security Agreement, and such supplemental schedules include all of the information required to be scheduled in the Loan and Security Agreement.
4.Post-Closing Obligations. As promptly as practicable, and in any event within the time periods after the date hereof specified in Schedule 4 attached hereto or such later date as Agent agrees to in writing (including by electronic mail), including to reasonably accommodate circumstances unforeseen on the date hereof, each Loan Party shall deliver the documents or take the actions specified on Schedule 4 that would have been required to be delivered or taken on the date hereof, in each case except to the extent otherwise agreed by Agent.
5.Representations and Warranties. Each Loan Party represents and warrants to Agent and the Lenders that (a) this First Amendment has been duly executed and delivered by such Loan Party and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (b) after giving effect to Sections 2 and 3 above, the representations and warranties made by it as a Loan Party or Loan and Security Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof (and to the extent that such representations and warranties relate solely to an earlier date, such representations and warranties shall be deemed made as of the date hereof). Each New Guarantor represents and warrants that that it has received a copy of the Loan and Security Agreement and the schedules and exhibits thereto.
2

6.Loan Document. On and after the date hereof, each reference to the “Loan and Security Agreement” in any other Loan Document shall mean and be a reference to the Loan and Security Agreement as amended hereby. This First Amendment shall constitute a Loan Document.
7.Counterparts. This First Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one agreement.
8.Governing Law. THIS FIRST AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE AND JURY TRIAL WAIVER SET FORTH IN SECTION 11 OF THE LOAN AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
[Reminder of page intentionally left blank]
3

IN WITNESS WHEREOF, each of the undersigned has executed this First Amendment as of the date first written above.
EXISTING LOAN PARTIES
NORTH AMERICAN TITLE, LLC, a Delaware limited liability company
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
SPEAR AGENCY ACQUISITION INC., a Delaware corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
STATES TITLE AGENCY, INC., a Delaware corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
STATES TITLE HOLDING, INC., a Delaware corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
[Signature Page to First Amendment and Counterpart Agreement]

STATES TITLE, LLC, a Delaware limited liability company
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
TITLE AGENCY HOLDCO, LLC, a Delaware limited liability company
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
[Signature Page to First Amendment and Counterpart Agreement]

NEW LOAN PARTIES:
NASSA LLC, a Florida limited liability company
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
NORTH AMERICAN ASSET DEVELOPMENT, LLC, a California limited liability company
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
NORTH AMERICAN TITLE AGENCY, INC., a New Jersey corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
NORTH AMERICAN TITLE COMPANY, an Arizona corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
NORTH AMERICAN TITLE COMPANY, a Florida corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
NORTH AMERICAN TITLE COMPANY, an Illinois corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
[Signature Page to First Amendment and Counterpart Agreement]

Title:Treasurer
NORTH AMERICAN TITLE COMPANY, a Minnesota corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
NORTH AMERICAN TITLE COMPANY, a Nevada corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
NORTH AMERICAN TITLE COMPANY, a Texas corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
NORTH AMERICAN TITLE COMPANY OF COLORADO, a Colorado corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
NORTH AMERICAN TITLE COMPANY, INC., a California corporation
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
[Signature Page to First Amendment and Counterpart Agreement]

NORTH AMERICAN TITLE COMPANY, LLC, an Indiana limited liability company
By:/s/ Noaman Ahmad
Name:Noaman Ahmad
Title:Treasurer
[Signature Page to First Amendment and Counterpart Agreement]

AGENT:
HUDSON STRUCTURED CAPITAL MANAGEMENT LTD.
By:/s/ Rachel Bardon
Name:Rachel Bardon
Title:
Partner
[Signature Page to First Amendment and Counterpart Agreement]

The Lenders:
HSCM BERMUDA FUND LTD.
By:/s/ Rachel Bardon
Name:Rachel Bardon
Title:
Partner
HS SANTANONI LP
By:/s/ Rachel Bardon
Name:Rachel Bardon
Title:
Partner
HS OPALESCENT LP
By:/s/ Rachel Bardon
Name:Rachel Bardon
Title:
Partner
[Signature Page to First Amendment and Counterpart Agreement]

Schedule 1
Effective Date Loan Parties


Schedule 2
New Guarantors


Schedule 6
Post-Closing Obligations


Exhibit A
Amended and Restated Schedules to Loan and Security Agreement


Schedule 1
Term Loan Commitments
LenderTerm Loan Commitment Amount
HSCM Bermuda Fund Ltd.$113,987,528.00
HS Santanoni LP$19,994,990.00
HS Opalescent LP$16,017,482.00
TOTAL:$150,000,000.00


Schedule 7.7 – Permitted Transactions with Affiliates


Schedule 13.1(a) – Permitted Indebtedness


Schedule 13.1(b) – Permitted Investments


Schedule 13.1(c) – Permitted Liens

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing    Date    Other Filings
Filed as of:3/19/21425,  8-K
Filed on:3/18/21425,  8-K
1/29/21
12/31/2010-K,  10-K/A
 List all Filings 

10 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/24  Doma Holdings, Inc.               10-K       12/31/23  134:14M                                    RDG Filings/FA
 3/08/23  Doma Holdings, Inc.               10-K       12/31/22  131:16M
 3/14/22  Doma Holdings, Inc.               POS AM               118:15M                                    Workiva Inc Wde… FA01/FA
 3/04/22  Doma Holdings, Inc.               424B3                 11:3M
 3/04/22  Doma Holdings, Inc.               10-K       12/31/21  128:15M
10/04/21  Doma Holdings, Inc.               S-8        10/04/21    4:166K                                   Workiva Inc Wde… FA01/FA
 9/03/21  Doma Holdings, Inc.               S-1/A                160:29M                                    Workiva Inc Wde… FA01/FA
 8/19/21  Doma Holdings, Inc.               S-1                  161:29M                                    Workiva Inc Wde… FA01/FA
 6/15/21  Doma Holdings, Inc.               S-4/A                 66:25M                                    Workiva Inc Wde… FA01/FA
 5/25/21  Doma Holdings, Inc.               S-4/A                 56:23M                                    Workiva Inc Wde… FA01/FA

3 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/03/21  Doma Holdings, Inc.               8-K:1,3,7,9 3/02/21    8:12M                                    EdgarAgents LLC/FA
12/07/20  Doma Holdings, Inc.               8-K:1,3,5,812/01/20   12:905K                                   EdgarAgents LLC/FA
11/19/20  Doma Holdings, Inc.               S-1/A                 21:4.5M                                   EdgarAgents LLC/FA
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