Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on February 25, 2021 and February
26, 2021, each of the directors of Capitol Investment Corp. V, a Delaware corporation (the “Company”), including Mark D. Ein,
the Chairman of the Board and Chief Executive Officer of the Company, and L. Dyson Dryden, the President and Chief Financial Officer of
the Company, committed (each, a “Commitment Letter”) to lend the Company an aggregate of an additional $970,000, if such funds
are needed by the Company. Additionally, as previously disclosed in the Company’s Quarterly Report on Form 10-Q filed with the U.S.
Securities and Exchange Commission (the “SEC”) on May 17, 2021, in May 2021, Capitol Acquisition Management V LLC, an affiliate
of Mark D. Ein, Capitol Acquisition Founder V LLC, an affiliate of L. Dyson Dryden, and Lawrence Calcano, Richard C. Donaldson, Raul J.
Fernandez and Thomas S. Smith, Jr., each a member of the board of directors of the Company, collectively committed to provide the Company
with an additional $756,000 in loans. Any amount loaned by such directors to the Company pursuant to such Commitment Letters would be
evidenced by unsecured promissory notes (“Promissory Notes”) issued to the lenders thereof. Each Promissory Note would be
non-interest bearing and would be payable at the consummation by the Company of a merger, stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). As indicated
in the Company’s final prospectus, dated December 1, 2020, relating to the company’s initial public offering (the “IPO”),
upon consummation of a Business Combination, the lenders would have the option to convert up to $2,000,000 of the principal balance of
such Promissory Notes into warrants at a price of $1.50 per warrant. The terms of any such warrants would be identical to the warrants
issued by the Company in the IPO except that such warrants would be non-redeemable by the Company and would be exercisable for cash or
on a “cashless” basis, in each case, so long as such warrants were held by the initial holder or such holder’s permitted
transferees. If a Business Combination is not consummated, all outstanding amounts under any Promissory Notes issued to the lenders would
be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with
the IPO to repay such amounts.
As previously disclosed in the Company’s Form
8-K filed with the SEC on March 12, 2021 (the “March Form 8-K”), the Company previously issued $400,000 of such Promissory
Notes pursuant to the Commitment Letters to lenders thereof, convertible into warrants to purchase 266,667 shares of the Company’s
Class A common stock. Additionally, as previously disclosed in the Company’s Form 8-K filed with the SEC on April 21, 2021, the
Company previously issued an aggregate of $300,000 of such Promissory Notes pursuant to the Commitment Letters to lenders thereof, convertible
into warrants to purchase 200,000 shares of the Company’s Class A common stock.
On July 15, 2021, the Company issued an aggregate of
$370,000 of such Promissory Notes pursuant to the Commitment Letters to Capitol Acquisition Management V LLC, Capitol Acquisition Founder
V LLC, Lawrence Calcano, Richard C. Donaldson, Raul J. Fernandez and Thomas S. Smith, Jr. to evidence loans in such amount made by the
lenders. If the lenders convert the entire principal balance of the Promissory Notes, they would receive warrants to purchase an aggregate
of 246,666 shares of the Company’s Class A common stock. The issuance of the Promissory Notes to the lenders was made pursuant to
the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Commitment Letters
and the Promissory Notes does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Commitment
Letter, a copy of which is attached as Exhibit 10.1 to the March Form 8-K and is incorporated by reference herein, and the form of Promissory
Note, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.