CIC Capitol Investment Corp IV

On July 16, 2019, Capitol Investment Corp. IV (“Capitol”) held an Extraordinary General Meeting (the “Meeting”). At the Meeting, Capitol’s shareholders considered the following proposals:

1(a).       A proposal, as a special resolution, that Capitol be deregistered under the Cayman Islands Companies Law and domesticate under Section 388 of the Delaware General Corporation Law, pursuant to which Capitol’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:

1(b).       A proposal, as an ordinary resolution, to approve and adopt the Agreement and Plan of Merger, dated as of April 7, 2019, as amended (“Merger Agreement”), by and among Capitol, Capitol Intermediate Holdings, LLC, Capitol Investment Merger Sub 1, LLC, Capitol Investment Merger Sub 2, LLC, NESCO Holdings, LP and NESCO Holdings I, Inc. and the transactions contemplated thereby. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:

The number of holders of Capitol public shares exercising redemption rights in connection with this vote did not result in Capitol having less than $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand redemption of their shares into cash.

2(a).       A proposal, as a special resolution, to approve the following material difference between the constitutional documents of Capitol that will be in effect upon the closing of the transactions and Capitol’s current amended and restated memorandum and articles of association: the name of the public entity will be “Nesco Holdings, Inc.” as opposed to “Capitol Investment Corp. IV”. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:

2(b).       A proposal, as a special resolution, to approve the following material difference between the constitutional documents of Capitol that will be in effect upon the closing of the transactions and Capitol’s current amended and restated memorandum and articles of association: Capitol will have 250,000,000 authorized shares of common stock, and 5,000,000 authorized shares of preferred stock, as opposed to Capitol having 400,000,000 authorized Class A ordinary shares, 50,000,000 authorized Class B ordinary shares, and 1,000,000 authorized preference shares. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:

2(c).       A proposal, as a special resolution, to approve the following material difference between the constitutional documents of Capitol that will be in effect upon the closing of the transactions and Capitol’s current amended and restated memorandum and articles of association: Capitol’s amended and restated memorandum and articles of association will be restated into a certificate of incorporation and bylaws. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:

3. A proposal as an ordinary resolution to elect 7 directors who, upon the consummation of the transactions, will be the directors of Capitol, in the classes set forth below. The following is a tabulation of the votes with respect to each director elected at the Meeting:

4.       A proposal, as an ordinary resolution, to approve the 2019 Omnibus Incentive Plan. The following is a tabulation of the votes with respect to this proposal, which was approved by Capitol’s shareholders:

Because the above-referenced proposals were approved, the proposal to adjourn the Meeting to a later date or dates, if necessary, was not presented at the Meeting.

The parties are now working towards completing the remaining closing conditions required by the merger agreement to consummate the transactions.