Exhibit 2.1
AMENDMENT TO AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT (the “
Amendment ”) to the Amended and Restated Agreement and
Plan of Merger dated as of August 15, 2008 (the “
Merger Agreement ”), by and among FMG Acquisition
Corp. (“ Parent ”), United Subsidiary Corp.
(“ Merger Sub ”) and United Insurance Holdings,
L.C. (the “ Company ”), is entered into by the
parties hereto as of September 23, 2008.
RECITALS:
A. Parent, Company and Merger Sub
intend to effect the merger of Merger Sub with and into the Company
(the “ Merger ”), with the Company continuing as
the surviving entity in the Merger, as a result of which the entire
issued and outstanding membership interest of the Company (the
“ Membership Interest ”) will automatically be
exchanged into the right to receive the Merger Consideration (as
defined herein), without interest, upon the terms and subject to
the conditions set forth in this Agreement and in accordance with
the Florida Business Corporation Act (the “
FBCA ”) and the Florida Limited Liability
Company Act (the “ Florida Act ”), each as
amended.
B. Parent, Company and Merger Sub
entered into an Amended and Restated Agreement and Plan of Merger
as of August 15, 2008.
C. Parent, Company and Merger Sub
desire to amend and modify the Merger Agreement, as set forth in
this Amendment.
D. The undersigned, acting under
authority granted by their respective Boards of Directors, have
determined it is advisable and in the best interests of each of
Parent, Merger Sub and the Company, and their respective
stockholders and members, that the Merger Agreement be amended and
modified as set forth in this Amendment.
NOW, THEREFORE, in consideration of
the premises, the mutual promises contained herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
All capitalized terms used and not
defined herein shall have the meanings ascribed thereto in the
Merger Agreement.
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1.
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Section 1.3(a), subsections (v),
(vi) and (vii) are deleted in their entirety and replaced
with the following:
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“(v) In addition to Sections
1.3(a)(i)-(iv), a number of shares of Common Stock equal to the
quotient obtained by dividing (A) by (B), in accordance with
the allocation set forth in Exhibit A. For the purposes of this
subsection, (A) is the product obtained by multiplying
(1) the percentage of Co
