REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2007 • FMG Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 4th day of October, 2007, by and among FMG Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNITED INSURANCE HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Rights Agent RIGHTS AGREEMENT Dated as of July 20, 2012Rights Agreement • July 23rd, 2012 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • New York
RIGHTS AGREEMENT, dated as of July 20, 2012 (the “Agreement”), between UNITED INSURANCE HOLDINGS CORP., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as rights agent (the “Rights Agent”).
WARRANT AGREEMENTWarrant Agreement • August 18th, 2008 • FMG Acquisition Corp • Fire, marine & casualty insurance • New York
This Warrant Agreement (this “Agreement”) is made as of October 4, 2007, by and between FMG Acquisition Corp., a Delaware corporation having its principal place of business at Four Forest Park, Farmington, CT 06032 (“Company”) and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
UNDERWRITING AGREEMENT between FMG ACQUISITION CORP. and PALI CAPITAL, INC. Dated: October 4, 2007Underwriting Agreement • October 12th, 2007 • FMG Acquisition Corp • Blank checks • New York
The undersigned, FMG Acquisition Corp., a Delaware corporation ("Company"), hereby confirms its agreement with Pali Capital, Inc. ("Pali Capital" and also referred to herein variously as "you," or the "Representative") and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
REIMBURSEMENT CONTRACTReimbursement Contract • May 27th, 2015 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
The Legislature of the State of Florida has enacted Section 215.555, Florida Statutes (Statute), which directs the SBA to administer the FHCF. This Contract, consisting of the principal document entitled Reimbursement Contract, addressing the mandatory FHCF coverage, and Addenda, is subject to the Statute and to any administrative rule adopted pursuant thereto, and is not intended to be in conflict therewith. All provisions in the principal document are equally applicable to each Addendum unless specifically superseded by one of the Addenda.
] Shares* UNITED INSURANCE HOLDINGS CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2012 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
United Insurance Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) severally and not jointly propose, subject to the terms and conditions stated herein, to sell to the Underwriters, an aggregate of [ ] shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock), of which (a) [ ] shares are to be issued and sold by the Company, and (b) [ ] shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in Schedule II hereto. The aggregate of [ ] shares to be purchased from the Company and the Selling Stockholders are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the t
SUBSCRIPTION AGREEMENTSubscription Agreement • June 4th, 2007 • FMG Acquisition Corp • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 31st day of May, 2007 for the benefit of FMG Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at Four Forest Park, Farmington, CT 06032 by FMG Investors LLC (“Subscriber”).
4,000,000 Shares* UNITED INSURANCE HOLDINGS CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2014 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
United Insurance Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 4,000,000 shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”). The aggregate of 4,000,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 600,000 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2007 • FMG Acquisition Corp • Blank checks • New York
This Agreement is made as of October 4, 2007 by and between FMG Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Employment AgreementEmployment Agreement • February 6th, 2014 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 5th day of February, 2014 (“Effective Date”) by and between UNITED INSURANCE HOLDINGS CORP., a Delaware Corporation, and any of its parent or subsidiary companies (collectively, the “Company”), and Kimberly Salmon (the “Executive”).
FLOATING RATE SENIOR NOTES DUE 2026United Insurance Holdings Corp. • December 5th, 2016 • Fire, marine & casualty insurance • New York
INDENTURE, dated as of DECEMBER 5, 2016 (this “Indenture”), among United Insurance Holdings Corp., a corporation organized under the laws of Delaware (together with its successors and assigns, the “Company”), and Deutsche Trustee Company Limited, a company organized under the laws of England and Wales, as trustee (together with its successors and assigns, in such capacity, the “Trustee”), Deutsche Bank AG, London Branch, as paying agent (together with its successors and assigns, in such capacity, the “Paying Agent”), and Deutsche Bank Luxembourg S.A., as registrar (together with its successors and assigns, in such capacity, the “Registrar”).
REIMBURSEMENT CONTRACTReimbursement Contract • June 26th, 2012 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
The Legislature of the State of Florida has enacted Section 215.555, Florida Statutes "Statute", which directs the SBA to administer the FHCF. This Contract, consisting of the principal document entitled Reimbursement Contract, addressing the mandatory FHCF coverage, and Addenda, is subject to the Statute and to any administrative rule adopted pursuant thereto, and is not intended to be in conflict therewith. All provisions in the principle document are equally applicable to each Addenda unless specifically superseded by one of the Addenda.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 1st, 2014 • United Insurance Holdings Corp. • Fire, marine & casualty insurance
THIS RESTRICTED STOCK AWARD AGREEMENT (this Agreement) is entered into as of this 21st day of March, 2014 (the Effective Date) by and between UNITED INSURANCE HOLDINGS CORP., a Delaware corporation (the Company), and KIMBERLY A. SALMON, an individual residing in the State of Florida (the Participant).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2020 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Delaware
This Indemnification Agreement (“Agreement”) is made and effective as of September 1, 2020, between United Insurance Holdings Corp., a Delaware corporation (the “Company”), and [name of director] (“Indemnitee”).
PR-M Non-Bonus Assumption AgreementNon-Bonus Assumption Agreement • May 8th, 2013 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
THIS ASSUMPTION AGREEMENT (the “Agreement”) is executed as of the 20th day of November, 2012 (“Execution Date”) by and between United Property and Casualty Insurance Company, a Florida licensed and authorized insurance company (“Insurer”) and Citizens Property Insurance Corporation, an entity created by the Legislature of the State of Florida pursuant to Subsection 627.351(6), and any successor entity (“CITIZENS”).
UNDERWRITING AGREEMENT between FMG ACQUISITION CORP. and PALI CAPITAL, INC. Dated: ___________, 2007Underwriting Agreement • August 15th, 2007 • FMG Acquisition Corp • Blank checks • New York
The undersigned, FMG Acquisition Corp., a Delaware corporation ("Company"), hereby confirms its agreement with Pali Capital, Inc. ("Pali Capital" and also referred to herein variously as "you," or the "Representative") and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
Re: Retention Agreement Via Hand Delivery Chris Griffith Dear Chris: We consider your continued service and dedication to United Insurance Holdings Corp. (“United”) essential to our business plan. To reward you for remaining employed with United and...United Insurance Holdings Corp. • April 17th, 2023 • Fire, marine & casualty insurance • Florida
FEDERAL INCOME TAX ALLOCATION AGREEMENTFederal Income Tax Allocation Agreement • August 8th, 2012 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
(Parent), United Insurance Management, L.C., a wholly owned single-member LLC, (UIM), Skyway Claims Services, LLC, a wholly owned single-member LLC, (SCS), United Property & Casualty Insurance Company (UPC), and UPC Re. UIM, SCS, UPC and UPC Re are sometimes hereinafter referred to as Subsidiary. Parent, UIM, SCS, UPCIC and UPC Re are sometimes hereinafter referred to severally as a "Member" and collectively as the "Affiliated Group."
AMERICAN COSTAL INSURANCE CORPORATION. A DELAWARE CORPORATION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the [•] day of [•], 2024 (“Effective Date”) by and between AMERICAN COASTAL INSURANCE CORPORATION, a Delaware...Employment Agreement • January 18th, 2024 • AMERICAN COASTAL INSURANCE Corp • Fire, marine & casualty insurance • Florida
REINSTATEMENT PREMIUM PROTECTION REINSURANCE AGREEMENT Effective: June 1, 2012 UNITED PROPERTY AND CASUALTY INSURANCE COMPANY St. Petersburg, Florida including any and/or all companies that are or hereafter become affiliated therewithReinsurance Agreement • June 26th, 2012 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
This Agreement shall become effective at 12:01 a.m., Eastern Standard Time, June 1, 2012, with respect to reinstatement premium payable by the Company under the provisions of the Original Agreement as a result of losses arising out of Loss Occurrences commencing at or after that time and date, and shall remain in full force and effect until 12:01 a.m., Eastern Standard Time, June 1, 2013.
UNITED INSURANCE HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2017 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • New York
United Insurance Holdings Corp., a Delaware corporation (the “Company”), confirms its agreement with Raymond James & Associates, Inc. and Wells Fargo Securities, LLC (the “Representatives”) on behalf of the several Underwriters listed in Schedule I hereto (together, the “Underwriters”), with respect to the issue and sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of $150,000,000 in aggregate principal amount of the Company’s 6.250% Senior Notes due 2027 (the “Notes”). The Notes will be issued under an indenture (the “Indenture”) to be dated as of December 13, 2017, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Notes are described more fully in the Prospectus, referred to below.
STATE BOARD OF ADMINISTRATION OF FLORIDA 1801 HERMITAGE BOULEVARD TALLAHASSEE, FLORIDA 32308 (850) 488-4406 POST OFFICE BOX 13300 32317-3300 REIMBURSEMENT CONTRACT Effective: June 1, 2010 (Contract) between CHARLIE CRIST GOVERNOR AS CHAIRMAN ALEX SINK...Attention • June 9th, 2010 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
The Legislature of the State of Florida has enacted Section 215.555, Florida Statutes “Statute”, which directs the SBA to administer the FHCF. This Contract, consisting of the principal document entitled Reimbursement Contract, addressing the mandatory FHCF coverage, and Addenda, is subject to the Statute and to any administrative rule adopted pursuant thereto, and is not intended to be in conflict therewith. All provisions in the principle document are equally applicable to each Addenda unless specifically superseded by one of the Addenda.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG FMG ACQUISITION CORP., UNITED SUBSIDIARY CORP. AND UNITED INSURANCE HOLDINGS LC Dated as of August 15, 2008Agreement and Plan of Merger • August 18th, 2008 • FMG Acquisition Corp • Fire, marine & casualty insurance • New York
This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 15, 2008 by and among United Insurance Holdings LC, a Florida limited liability company (the “Company”), FMG Acquisition Corp., a Delaware corporation (“Parent”), and United Subsidiary Corp., a Florida corporation and wholly owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.”
TERMINATION AGREEMENT AND RELEASETermination Agreement and Release • May 9th, 2012 • United Insurance Holdings Corp. • Fire, marine & casualty insurance
This Termination Agreement and Release (this “Agreement”) is dated April 2, 2012, by and between 1347 Advisors LLC (“1347”), and United Insurance Management (“UIM”). 1347 and UIM are each referred to herein individually as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGER among United Insurance Holdings Corp., UPC Merger Sub, LLC, Family Security Holdings, LLC, and FSH Representative, LLC dated as of December 12, 2014Agreement and Plan of Merger • February 25th, 2015 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 10, 2014, is entered into among UNITED INSURANCE HOLDINGS CORP., a Delaware corporation (“Parent”), UPC MERGER SUB, LLC, a Delaware limited liability company (“Merger Sub”), FAMILY SECURITY HOLDINGS, LLC, a Delaware limited liability company (“FSH”), and FSH Representative, LLC, a Louisiana limited liability company, solely in its capacity as Member Representative (“Member Representative”).
Management Services AgreementManagement Services Agreement • November 9th, 2011 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Delaware
This Management Services Agreement (this "Agreement") is entered between 1347 Advisors LLC, a Delaware limited liability company ("1347 Advisors"), and United Insurance Management, L.C., a Florida limited liability company ("UIM"), and is effective August 29, 2011 (the "Effective Date").
SUBORDINATED REVOLVING LINE OF CREDIT AGREEMENTLine of Credit Agreement • October 12th, 2007 • FMG Acquisition Corp • Blank checks • Delaware
This Subordinated Revolving Line of Credit Agreement dated as of October 4, 2007 (this “Agreement”) is entered into by and between FMG Acquisition Corp., a Delaware corporation (“Borrower”), and FMG Investors LLC, a Connecticut limited liability company (“Lender”), with reference to the following facts.
REIMBURSEMENT CONTRACT Effective: June 1, 2008 (Contract) between UNITED PROPERTY AND CASUALTY INSURANCE COMPANY St. Petersburg, FL (Company) NAIC # 10969 and THE STATE BOARD OF ADMINISTRATION OF THE STATE OF FLORIDA (SBA) WHICH ADMINISTERS THE...Reimbursement Contract • November 14th, 2008 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
The Legislature of the State of Florida has enacted Section 215.555, Florida Statutes “Statute”, which directs the SBA to administer the FHCF. This Contract, consisting of the principal document entitled Reimbursement Contract, addressing the mandatory FHCF coverage, and Addenda, is subject to the Statute and to any administrative rule adopted pursuant thereto, and is not intended to be in conflict therewith. All provisions in the principle document are equally applicable to each Addenda unless specifically superseded by one of the Addenda.
ContractEmployment Agreement • October 28th, 2020 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...FMG Acquisition Corp • October 12th, 2007 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY FMG ACQUISITION CORP. ("COMPANY") OF A SHARE CAPITAL EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) OR OCTOBER 4, 2008. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, OCTOBER 4, 2012.
REINSTATEMENT PREMIUM PROTECTION REINSURANCE AGREEMENT UNITED PROPERTY AND CASUALTY INSURANCE COMPANY St. Petersburg, Florida including any and/or all companies that are or may hereafter become affiliated therewithReinsurance Agreement • March 14th, 2012 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
ACADIA ACQUISITION PARTNERS, L.P.United Insurance Holdings Corp. • May 11th, 2011 • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP is dated and effective as of March 30, 2011, among Acadia GP, LLC, a Delaware limited liability company (in its capacity as a general partner of the Partnership) (the "General Partner"), and the Limited Partners (as defined below), as amended from time to time.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 12th, 2007 • FMG Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of October 4, 2007 (the “Agreement”) by and among FMG Acquisition Corp., a Delaware corporation (the “Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
FINAL 1007429509v4 RENEWAL RIGHTS AGREEMENT by and among UNITED PROPERTY AND CASUALTY INSURANCE COMPANY, UNITED INSURANCE HOLDINGS CORP., UNITED INSURANCE MANAGEMENT, L.C., and HOMEOWNERS CHOICE PROPERTY & CASUALTY INSURANCE COMPANY, INC. Dated...Renewal Rights Agreement • January 4th, 2022 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
United Insurance Holdings Corp. Omnibus Incentive Plan Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • November 7th, 2018 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Florida
United Insurance Holdings Corp., a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the United Insurance Holdings Corp. Omnibus Incentive Plan (the “Plan”), a Restricted Stock Unit award (the “Award”) with respect to the number of shares of the Company’s common stock, par value $0.0001 per share (“Stock”), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan, the Award Notice and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Award Notice and the Plan.
