AGREEMENT AND PLAN OF MERGER by and among UNITED INSURANCE HOLDINGS CORP., KILIMANJARO CORP., KILI LLC, RDX HOLDING, LLC, the members of RDX HOLDING, LLC party hereto, and AMCO HOLDING COMPANYMerger Agreement • August 19th, 2016 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 17, 2016 (this “Agreement”), by and among United Insurance Holdings Corp., a Delaware corporation (“Parent”), Kilimanjaro Corp., a North Carolina corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Kili LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger LLC”), RDX Holding, LLC, a Delaware limited liability company (the “Sole Stockholder”), the members of the Sole Stockholder party to this agreement (the “Sole Stockholder Member Parties”), and AmCo Holding Company, a North Carolina corporation (the “Company” and, together with the Sole Stockholder and the Sole Stockholder Member Parties, the “Company Parties”).
STOCKHOLDERS AGREEMENT dated as of August 17, 2016 among UNITED INSURANCE HOLDINGS CORP. and THE STOCKHOLDERS NAMED HEREINStockholders Agreement • August 19th, 2016 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • Delaware
This STOCKHOLDERS AGREEMENT is dated as of August 17, 2016 (this “Agreement”), by and among United Insurance Holdings Corp., a Delaware corporation (the “Corporation”), RDX Holding, LLC, a Delaware limited liability company (the “AmCo Stockholder”), R. Daniel Peed, an individual residing in Texas (“Peed”), and Peed FLP1, Ltd., L.L.P., a Texas limited liability partnership that is wholly-owned by Peed (collectively with Peed, the “Peed Stockholder”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 19th, 2016 • United Insurance Holdings Corp. • Fire, marine & casualty insurance • New York
This First Amendment, dated as of August 17, 2016 (this “Amendment”), to the Rights Agreement, dated as of July 20, 2012 (the “Rights Agreement”), is made between United Insurance Holdings Corp. (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Rights Agreement.
